03/02/2026
Aero Energy, Urano Energy and Pegasus Resources Announce Combination to Create a Premier North American Uranium Explorer & Developer and Up to $6 Million Non-Brokered Financing
2026-03-02 04:00 ET - News Release
Shares issued 39,891,668
PEGA Close 2026-02-27 C$ 0.06
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC / ACCESS Newswire / March 2, 2026 / Aero Energy Limited ("Aero"), Urano Energy Corp. ("Urano") and Pegasus Resources Inc. ("Pegasus") (TSXV:PEGA) announce that the companies have entered into definitive arrangement agreements pursuant to which Aero has agreed to acquire all of the issued and outstanding common shares of both Urano (the " Urano Transaction ") and Pegasus (the " Pegasus Transaction " and, together with the Urano Transaction, the " Transactions "). The combined company (the " Combined Company ") is expected to continue under the name "Manhattan Uranium Discovery Corp." and trade under the symbol "MANU".
Immediately prior to entering into the Urano Agreement and the Pegasus Agreement (as defined below), Urano and Pegasus terminated the binding letter agreement in respect of a proposed business combination transaction as previously announced in a news release dated December 2, 2025.
On closing of the Transactions, shareholders of Urano will receive 0.2 common shares (the " Urano Exchange Ratio ") of Aero (the " Aero Shares ") for each Urano share (the " Urano Shares ") held and Pegasus shareholders will receive 0.133 Aero Shares (the " Pegasus Exchange Ratio ") for each Pegasus share (the " Pegasus Shares ") held.
Upon completion of the Transactions, the former shareholders of Urano (the " Urano Shareholders ") will hold approximately 49.3% of the shares of the Combined Company (the " Combined Company Shares "), former shareholders of Pegasus (the " Pegasus Shareholders ") will hold approximately 6.5% of the Combined Company Shares and the current shareholders of Aero will hold approximately 44.2% of the Combined Company Shares. The Transactions imply a value of $0.094 per Urano Share based on the 21-day volume weighted average price (" VWAP ") of Aero and Urano's common shares on TSX Venture Exchange (" TSXV ") and the Canadian Stock Exchange (" CSE ") and a share price of $0.063 per Pegasus Share. The Transactions will be implemented by way of separate plans of arrangement (the " Arrangements ") under the Business Corporations Act (British Columbia) (the " BCBCA "). The Transactions are not conditional upon each other and if one Transaction does not complete for any reason it will not impact the closing of the other Transaction.
William Sheriff, Executive Chairman and Director of Urano, stated: "By bringing together complementary teams and assets, we believe this joint effort creates a stronger platform with greater scale and visibility in a market where uranium is increasingly strategic to North American energy security. This combination expands our collective impact-allowing us to align technical expertise, prioritize the most compelling catalysts, and advance a consolidated portfolio with greater focus and discipline."
Galen McNamara, Chief Executive Officer and Director of Aero, stated: "Our board and management team bring decades of uranium discovery success, project advancement, and public-market ex*****on. That experience matters as uranium re-emerges as a strategic input to North American energy security-supporting reliable baseload power, electrification-driven demand growth, and renewed focus on domestic fuel supply chains. By consolidating a complementary portfolio of high-quality uranium assets, we believe we can build scale, prioritize capital toward the best catalysts, and pursue a disciplined path to value creation at a pivotal moment for the sector."
Christian Timmins, Chief Executive Officer and Director of Pegasus, stated: "We believe this transaction delivers meaningful benefits for Pegasus shareholders by strengthening the company's strategic positioning and enhancing the pathway to value creation. With increased scale and a broader, consolidated portfolio, we expect to improve access to capital, sharpen project prioritization, and pursue a more efficient development strategy aligned with today's uranium market fundamentals."
Strategic Rationale for the Transactions
Creation of a Leading North American Pure Uranium Platform: 15 past-producing Uranium mines on 25 underexplored properties covering 25,099 acres in the United States along with Athabasca Basin high-grade potential.
Elite Uranium Team : Combines management, technical and capital markets experts with proven uranium development records from senior roles at EnCore Energy, Union Carbide, General Atomics, NexGen Energy, and Alpha Minerals.
Expanded Historical Resource Base for Accelerated Growth: The Transaction consolidates significant historical mineral resources with excellent growth potential between the United States-based projects positioning the combined company to accelerate exploration and development towards production.
Positioned for the American Nuclear Renaissance: High-quality basket of assets in top-tier jurisdictions to capitalize on surging domestic demand with uranium now classified as a critical mineral by the United States Geological Survey.
Enhanced Capital Markets Profile and Liquidity: Boosts the Combined Company's visibility and peer standing upon closing, paving the way for stronger investor interest and share momentum. An expected increase in market exposure from high-profile United States assets enhances the Combined Company's appeal to global investors, supporting potential inclusion in uranium-focused indices and ETFs.
Full Board Support : The respective Transactions have been unanimously approved by the board of directors of each of Aero, Urano and Pegasus. The Urano board of directors (the " Urano Board ") and Pegasus board of directors (the " Pegasus Board ") have both unanimously recommended that the Urano Shareholders and Pegasus Shareholders vote in favour of the respective Arrangements.
Shareholder Support : All of the directors and executive officers of Urano and Pegasus, representing in aggregate approximately 11% and 4% of the issued and outstanding Urano Shares and Pegasus Shares, respectively, have agreed to vote in favour of the respective Transactions.
Figure 1: Project Locations
Figure 2: Colorado Plateau Project Locations
Board of Directors of the Combined Company
The Combined Company's board of directors will be comprised of William Sheriff as Chairman, Galen McNamara, John Hamrick, Grace Marosits, and Garrett Ainsworth.
The Combined Company will be managed by Galen McNamara as CEO, Carson Halliday as CFO, and Christian Timmins as VP Corporate Development.
Board of Directors' Recommendation and Voting Support
The Urano Agreement and the Urano Transaction have been unanimously approved by the boards of directors of each of Aero and Urano, and the Urano Board has recommended that Urano Shareholders vote in favour of the Urano Transaction. Each of the directors and senior officers of Urano, representing in aggregate approximately 11% of the issued and outstanding Urano Shares, have entered into voting support agreements with Urano and have agreed to vote in favour of the Urano Transaction at the special meeting of shareholders of Urano to be held to consider the Urano Transaction.
The Pegasus Agreement and the Pegasus Transaction have been unanimously approved by the boards of directors of each of Aero and Pegasus, and the Pegasus Board has recommended that Pegasus Shareholders vote in favour of the Pegasus Transaction. Each of the directors and senior officers of Pegasus, representing in aggregate approximately 4% of the issued and outstanding Pegasus Shares, have entered into voting support agreements with Pegasus and have agreed to vote in favour of the Pegasus Transaction at the special meeting of shareholders of Pegasus to be held to consider the Pegasus Transaction.
Legal Update
Aero reports that it, together with certain subsidiaries and other parties, has been named as a defendant in a civil action commenced in the State of Nevada pro-se by William Matlack in connection with historical transactions involving certain mineral claims located in Lander County, Nevada. The plaintiff alleges, among other things, breach of contract, breach of fiduciary duty, and related claims arising from agreements and transactions involving entities that previously held interests in the Apex property area. The Company believes the allegations are without merit and intends to vigorously defend the action. At this time, the Company is unable to determine the outcome of the proceeding or the potential financial impact, if any.
Summary of the Transactions
Urano Transaction
Under the terms of the definitive arrangement agreement (the " Urano Agreement ") between Aero and Urano, on closing of the Urano Transaction, each Urano Shareholder will receive 0.2 Aero Shares for each Urano Share held under a court-approved plan of arrangement. Aero will issue a total of approximately 40,313,034 Aero Shares (assuming no exercise of existing warrants or options) to the former Urano Shareholders, valuing Urano's equity at approximately $19M. Following the completion of the Urano Transaction, the current Urano Shareholders will hold approximately 49.2% of the issued and Combined Company Shares (assuming that the Pegasus Transaction is also completed). The Urano Transaction will be effected by way of a plan of arrangement under the BCBCA, requiring the approval of: (i) at least 66 2/3% of the votes cast by Urano Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Urano Shareholders, excluding votes attached to Urano Shares held by any person as required under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "), at a special meeting of Urano Shareholders expected to be convened in late April 2026 (the " Urano Meeting "). An information circular providing further information regarding the Urano Transaction will be provided to Urano Shareholders in connection with the Urano Meeting.
Pursuant to the Arrangement, each option of Urano outstanding and unexercised immediately prior to the effective time of the Arrangement (each, a " Urano Option ") will be exchanged for an option to purchase common shares of Aero (each, an " Replacement Urano Option "). Each Replacement Urano Option will be exercisable to acquire that number of Aero Shares equal to the number of Urano Shares that could have been acquired upon exercise of the applicable Urano Option immediately prior to the effective time, multiplied by the Urano Exchange Ratio, at an exercise price per Aero Share equal to the exercise price per Urano Share under such Urano Option divided by the Urano Exchange Ratio. All other terms and conditions of the Urano Options, including the expiry date, vesting provisions and other applicable terms, will remain unchanged and will continue to govern the Replacement Urano Option.
In accordance with their terms and the Arrangement Agreement, each share purchase warrant of Urano (the " Urano Warrants ") outstanding immediately prior to the effective time will thereafter entitle the holder to acquire, upon exercise, such number of Aero Shares as the holder would have received if the holder had exercised the Urano Warrant immediately prior to the effective time of the Arrangement, multiplied by the Urano Exchange Ratio, at an exercise price adjusted in accordance with such exchange ratio. All other terms and conditions of the Urano Warrants, including expiry dates and exercise provisions, will remain unchanged.
In addition to Urano Shareholder and Court approvals, the Urano Transaction is subject to approval of the TSXV, the CSE and the satisfaction of certain other closing conditions customary in transactions of this nature. The Urano Transaction is expected to close in late May 2026.
The Urano Agreement includes certain customary provisions, including non-solicitation provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Urano Agreement also includes provision for the payment of a break fee of $450,000 by Urano to Aero in the event that it is terminated under certain circumstances.
Aero has also agreed to provide Urano with a secured bridge loan in the principal amount of up to $1,000,000 (the " UranoBridge Loan "). Pursuant to the Urano Bridge Loan, the outstanding principal balance owing to Aero bears interest at the annual rate of 7.5% and is secured by a share pledge agreement over the shares of Urano's U.S. subsidiary, C2C Nuclear Inc. The Urano Bridge Loan will become repayable within ten business days of the termination of the Urano Agreement or the completion of the Urano Transaction.
Urano has also entered into a definitive agreement with an arms-length third party to sell the Sonora Gulch gold project in the Yukon Territory for a cash payment of $280,000.
Pegasus Transaction
Under the terms of the definitive arrangement agreement (the " Pegasus Agreement ") between Aero and Pegasus, on closing of the Pegasus Transaction, each Pegasus Shareholder will receive 0.133 Aero Shares for each Pegasus Share held under a court-approved plan of arrangement (the " Pegasus Transaction "). Aero will issue a total of approximately 5,316,631 Aero Shares (assuming no exercise of existing warrants or options) to the former Pegasus Shareholders, valuing Pegasus' equity at approximately $2.5M. Following the completion of the Pegasus Transaction, the current Pegasus Shareholders will hold approximately 6.5% of the issued and outstanding Combined Company Shares (assuming that the Urano Transaction is also completed). The Pegasus Transaction will be effected by way of a plan of arrangement under the BCBCA, requiring the approval of: (i) at least 66 2/3% of the votes cast by Pegasus Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Pegasus Shareholders, excluding votes attached to Urano shares held by any person as required under MI 61-101, at a special meeting of Pegasus Shareholders expected to be convened in late April 2026 (the " Pegasus Meeting "). An information circular providing further information regarding the Pegasus Transaction will be provided to Pegasus Shareholders in connection with the Pegasus Meeting.
Pursuant to the Arrangement, each option of Pegasus outstanding and unexercised immediately prior to the effective time of the Arrangement (each, a " PegasusOption ") will be exchanged for an option to purchase common shares of Aero (each, an " Replacement PegasusOption "). Each Replacement Pegasus Option will be exercisable to acquire that number of Aero Shares equal to the number of Pegasus Shares that could have been acquired upon exercise of the applicable Pegasus Option immediately prior to the effective time, multiplied by the Pegasus Exchange Ratio, at an exercise price per Aero Share equal to the exercise price per Pegasus Share under such Pegasus Option divided by the Pegasus Exchange Ratio. All other terms and conditions of the Pegasus Options, including the expiry date, vesting provisions and other applicable terms, will remain unchanged and will continue to govern the Replacement Pegasus Option.
In accordance with their terms and the Arrangement Agreement, each share purchase warrant of Pegasus (the " PegasusWarrants ") outstanding immediately prior to the effective time will thereafter entitle the holder to acquire, upon exercise, such number of Aero Shares as the holder would have received if the holder had exercised the Pegasus Warrant immediately prior to the effective time of the Arrangement, multiplied by the Pegasus Exchange Ratio, at an exercise price adjusted in accordance with such exchange ratio. All other terms and conditions of the Pegasus Warrants, including expiry dates and exercise provisions, will remain unchanged.
In addition to Pegasus Shareholder and Court approvals, the Pegasus Transaction is subject to approval of the TSXV and the satisfaction of certain other closing conditions customary in transactions of this nature. The Pegasus Transaction is expected to close in late May 2026.
The Pegasus Agreement includes certain customary provisions, including non-solicitation provisions, as well as certain representations, covenants and conditions which are customary for a transaction of this nature. The Arrangement Agreement also includes provision for the payment of a break fee of $75,000 by Pegasus to Aero in the event that it is terminated under certain circumstances.
Aero has also agreed to provide Pegasus with a secured bridge loan in the principal amount of up to $80,000 (the " PegasusBridge Loan "). Pursuant to the Pegasus Bridge Loan, the outstanding principal balance owing to Aero bears interest at the annual rate of 7.5% and is secured by a share pledge agreement over the certain marketable securities held by Pegasus. The Pegasus Bridge Loan will become repayable within ten business days of the termination of the Pegasus Agreement or the completion of the Pegasus Transaction.
Advisors and Counsel
Eventus Capital Corp. is acting as exclusive financial advisor to Aero. Forooghian + Company Law Corporation is acting as Canadian legal advisor to Aero. Morton Law LLP is acting as Canadian legal advisor to Urano and Pegasus.
Aero Financings
Aero Subscription Receipt Financing
In connection with the Urano Transaction, Aero will conduct a non-brokered private placement offering (the " Aero Subscription Receipt Financing ") consisting of the issuance of up to 12,500,000 subscription receipts of Aero (" Aero Subscription Receipts ") at a price of $0.40 per Aero Subscription Receipt for gross proceeds of up to $5,000,000.
Upon the satisfaction of the Escrow Release Conditions (as defined herein) and without payment of any additional consideration and without further action on the part of the holder thereof, each Aero Subscription Receipt will convert into one unit of Aero (a " AeroUnit "), with each Aero Unit comprised of one Aero Share and one Aero Share purchase warrant (a " AeroWarrant "). Each Aero Warrant is exercisable to acquire one Aero Share at a price of $0.60 for a period of two years following the closing date.
The Combined Company plans to use the net proceeds of the Aero Subscription Receipt Financing as follows: (i) the advancement of the Company's uranium project portfolio in North American, (ii) the repayment of the Urano Bridge Loan, (iii) the costs of completing the Transactions, and (iv) working capital and general corporate purposes.
The Aero Subscription Receipt Financing is anticipated to close on or about March 23, 2026. The closing of the Aero Subscription Receipt Financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSXV. Finder's fees may be payable on the Aero Subscription Receipt Financing in accordance with TSXV policies.
The gross proceeds of the Aero Subscription Receipt Financing (the " Escrowed Funds ") will be deposited and held by an escrow agent (the " Escrow Agent ") pursuant to the terms of a subscription receipt agreement to be entered into on the closing date among Aero and the Escrow Agent. The Escrowed Funds will be released from escrow to the Combined Company, as applicable, upon satisfaction of certain escrow release conditions (collectively, the " Escrow Release Conditions ") no later than the 90th day following the closing date (the " Escrow Release Deadline ").
If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or (ii) Urano has advised Aero and/or the public that it does not intend to proceed with the Urano Transaction, then all of the issued and outstanding Aero Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Aero Subscription Receipts an amount equal to the issue price of the Aero Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Aero's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.
Aero Unit Financing
In connection with the Urano Transaction, Aero will conduct a non-brokered private placement offering (the " Aero FT Unit Financing ") consisting of the issuance of up to 1,694,915 charity flow-through units of Aero (" Aero FT Units ") at a price of $0.59 per Aero FT Unit for gross proceeds of up to approximately $1,000,000.
Each Aero FT Unit will be comprised of one flow-through Aero Share and one Aero Share purchase warrant (an " AeroWarrant "). Each Aero Warrant is exercisable to acquire one Aero Share at a price of $0.60 for a period of two years following the closing date.
The Combined Company plans to use the gross proceeds of the Aero Unit Financing to incur (i) eligible "Canadian exploration expenses" that qualify as "flow-through critical mineral mining expenditures" as both terms are defined in the Income Tax Act (Canada) and (ii) "eligible flow-through mining expenditures, as defined in The Mineral Exploration Tax Credit Regulations, 2014 (Saskatchewan) (collectively, the " Qualifying Expenditures ") related to the Combined Company's projects in Saskatchewan, on or before December 31, 2027. Such Qualifying Expenditures will be renounced in favour of the subscribers of the CFT Subscription Receipts effective December 31, 2026.
The Aero Unit Financing is anticipated to close on or about March 23, 2026. The closing of the Aero Unit Financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSXV. Finder's fees may be payable on the Aero Unit Financing in accordance with TSXV policies.
Aero Project Overview
Aero, following its successful merger with Kraken Energy Corp., has established a robust portfolio of uranium assets across North America, strategically positioned to capitalize on surging demand for domestic uranium supply amid the American nuclear renaissance and uranium's designation as a critical mineral.
In Saskatchewan's world-class Athabasca Basin, Aero controls a district-scale land package on the north rim near Uranium City, including the Strike and Murmac projects (under option agreements with Fortune Bay Corp., where Aero can earn up to 70% interest). These assets feature over 50 shallow drill-ready targets across more than 100 km of prospective horizon. Recent drilling at Murmac's Howland Lake North target delivered a notable intercept of 8.4 m at 0.3% U₃O₈ (with peaks up to 13.8% U₃O₈ over 0.1 m) just 64 m below surface, confirming potential for shallow, high-grade, basement-hosted unconformity-style mineralization. Upcoming summer and winter programs at Murmac and Strike will further advance these underexplored targets with strong radon anomalies and historical high-grades.
Complementing the Canadian focus, Aero's U.S. portfolio includes the Apex Uranium Project in Nevada-100%-owned and recognized as the state's largest past-producing uranium mine, located 5 km south of Austin in Lander County, Apex benefits from excellent infrastructure (road access, electricity, water,
Pegasus Resources Inc. is a diversified Junior Canadian Mineral Exploration Company with a focus on uranium, gold, and base metal properties in North America. The Company is also actively pursuing the right opportunity in other resources to enhance shareholder value.
