Myriad Uranium, Rush Rare Metals firm up merger deal

Executive Summary

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

Key Details

• Exchange Ratio: 1 Myriad common share for every 1.85 Rush common shares (equivalently, each Rush share converts into 0.5405 Myriad shares).
• Premium Assessment:
• 18 % premium based on CSE closing prices of 42.5¢ (Myriad) and 19.5¢ (Rush) on Jan 6 2026.
• 22 % premium based on a 20‑day VWAP prior to the LOI execution.
• Convertible Securities: All Rush convertible securities will be exchanged for Myriad convertible securities, adjusted to reflect the exchange ratio.
• Spinco Arrangement: Rush will transfer its Boxi property in Quebec to a newly formed subsidiary, 1577075 B.C. Ltd. (“Rush Spinco”).
• Rush shareholders will receive one Rush Spinco share for every four Rush shares held, in addition to Myriad shares.
• Up to $100,000 may be financed by Rush to support the formation/capitalization of Rush Spinco.
• Closing Conditions: Subject to approval by Rush shareholders, the British Columbia Supreme Court, the CSE, and customary closing deliverables.
• Post‑Closing Structure:
• Rush becomes a wholly‑owned subsidiary of Myriad; Myriad gains 100 % ownership of Copper Mountain (Wyoming) and retains its Red Basin project (New Mexico).
• Rush will be delisted from the CSE; no Myriad shareholder vote required.
• Special Meeting: A special meeting of Rush shareholders to approve the arrangement is expected on or before May 2026, with a management information circular to be mailed beforehand.
• Fairness Opinions:
• Rush’s independent committee engaged RwE Growth Partners Inc. for a fairness opinion.
• Myriad’s independent committee engaged KPMG for a fairness opinion. Both opinions are conditions to closing.
• Related‑Party Transaction: Certain Myriad directors/officers hold Rush securities that will be exchanged; the transaction is exempt from MI 61‑101 valuation/minority‑shareholder approval thresholds (value < 25 % of Myriad market cap).
• Strategic Rationale (CEO Comments): Unified 100 % ownership of Copper Mountain is expected to remove a “structural discount,” improve capital efficiency, and simplify decision‑making, positioning the project as a premier U.S. uranium asset.

Notable Quotes

“Unifying 100‑percent ownership of the Copper Mountain uranium project is a clear value catalyst for Myriad… it will simplify decision making and execution, improve capital efficiency, and remove 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.