Myriad Uranium, Rush Rare Metals firm up merger deal

Executive Summary

• Myriad Uranium Corp. and Rush Rare Metals Corp. have signed a definitive merger agreement under which Myriad will acquire 100 % of Rush’s outstanding common shares via a statutory plan of arrangement.
• The transaction will be effected on an exchange‑ratio basis of 1 Myriad share for every 1.85 Rush shares (0.5405 Myriad shares per Rush share), representing an estimated 18–22 % premium to Rush shareholders.
• Upon closing, Rush will become a wholly‑owned subsidiary of Myriad and be delisted from the Canadian Securities Exchange; the merger does not require Myriad shareholder approval.

Key Details

• Exchange Ratio: 1 Myriad common share for every 1.85 Rush shares (0.5405 Myriad per Rush).
• Premium: ~18 % based on CSE closing prices (Jan 6, 2026) and ~22 % based on a 20‑day VWAP prior to the LOI.
• Additional Consideration: Rush shareholders will receive one Rush Spinco share for each four Rush shares held, in addition to Myriad shares.
• Financing of Spinco: Rush will transfer its Boxi property to subsidiary 1577075 B.C. Ltd. (Rush Spinco) and may provide up to $100,000 to fund the formation/capitalization of Rush Spinco.
• Property Interests: Myriad already holds a 75 % earned interest in Copper Mountain (Wyoming) after spending > $5.5 M on eligible expenditures; Rush retains the remaining 25 %.
• Closing Conditions: Subject to Rush shareholder approval, British Columbia Supreme Court sanction, CSE approval, and customary closing deliverables.
• Post‑Closing Structure: Rush becomes a wholly‑owned subsidiary of Myriad; Myriad will own 100 % of Copper Mountain and continue advancing the Red Basin project (New Mexico).
• Special Meetings & Fairness Opinions:
• Rush to hold a special shareholder meeting (by May 2026) to approve the arrangement.
• Independent financial advisers engaged: RwE Growth Partners Inc. (Rush) and KPMG (Myriad) will provide fairness opinions, which are conditions to closing.
• Related‑Party Transaction: Certain Myriad directors/officers hold Rush securities; transaction exempt from MI 61‑101 valuation/minority‑shareholder approval thresholds (< 25 % of Myriad market cap).

Notable Quotes

“Unifying 100‑percent ownership of the Copper Mountain uranium project is a clear value catalyst for Myriad… it simplifies decision making, improves capital efficiency, and removes the structural discount of split ownership.” – Thomas Lamb, CEO, Myriad Uranium Corp.

“Hats off to Myriad and its outstanding team for taking Copper Mountain to the next level… we expect the success story at Copper Mountain to continue.” – Pete Smith, CEO, Rush Rare Metals Corp.