AERO Energy Announces Closing of First Tranche of Non-Brokered Private Placement
AERO ENERGY ANNOUNCES CLOSING OF FIRST TRANCHE OF NON-BROKERED
PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – December 23, 2025 – Aero Energy Limited (TSXV: AERO) (OTC Pink:
AAUGF) (FSE: UU3) (“Aero ” or the “ Company”) is pleased to announce that, further to its news release
dated December 11, 2025, it has closed the first tranche (the “First Tranche”) of its previously announced
non-brokered private placement (the “ Offering”) through the issuance of an aggregate of 5,502,392 post-
Consolidation (as defined below) common shares (“NFT Shares”) at a price of $0.23 per NFT Share for
gross proceeds of $1,265,550.
A second and final tranche of the Offering (the “ Second Tranche ”) for additional gross proceeds of
approximately $3,734,450 is expected to close on or about December 29, 2025, and is expected to consist
of the issuance of a combination of:
• 5,367,173 NFT Shares at a price of $0.23 per NFT Share for gross proceeds of approximately
$1,234,450; and
• 7,142,857 charity flow -through post -Consolidation common shares of the Company (" CFT
Shares") at a price of $0.35 per CFT Share for gross proceeds of $2,500,000, with each CFT Share
qualifying as a “flow-through share” within the meaning of the Income Tax Act (Canada) and as an
“eligible flow-through share” within the meaning of The Mineral Exploration Tax Credit Regulations,
2014 (Saskatchewan).
The Company plans to use the proceeds of the Offering as follows:
• the net proceeds from the sale of NFT Shares will be used to fund the exploration and advancement
of the Company’s uranium properties in Saskatchewan and Nevada, and general working capital
purposes; and
• the gross proceeds received from the sale of the CFT Shares will be used 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 Company’s projects in Saskatchewan,
on or before December 31, 2026. Such Qualifying Expenditures will be renounced in favour of the
subscribers of the CFT Shares effective December 31, 2025.
The Offering, including the First Tranche, is subject to the receipt of all necessary regulatory and other
approvals, including, but not limited to, final approval of the TSX Venture Exchange (the “Exchange”).
In connection with the First Tranche, finder’s fees of $62,796 were paid in cash and 273,026 finder’s
warrants (the “Finder’s Warrants”) were issued to Eventus Capital Corp., an eligible arm’s length finder.
Each Finder’s Warrant will be exercisable to acquire one post-Consolidation common share of the Company
(a “Finder’s Warrant Share”) at a price of $0.23 until December 23, 2027.
The NFT Shares issued pursuant to the First Tranche were issued pursuant to Part 5A.2 of National
Instrument 45- 106, as amended by Coordinated Blanket Order 45- 935 – Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption . Such NFT Shares are not subject to a hold period in
accordance with applicable Canadian securities laws, other than those sold to an officer and director of the
Company which are subject to a hold period expiring on April 24, 2026 in accordance with the policies of
the Exchange. The Finder’s Warrants issued in connection with the First Tranche and the Finder’s Warrant
Shares issuable upon the due exercise thereof are and will be subject to a hold period expiring on April 24,
2026.
An officer and director of the Company acquired 870,000 NFT Shares for gross proceeds of $200,1 00
pursuant to the First Tranche, and as such the First Tranche is considered a related party transaction within
the meaning of Policy 5.9 of the Exchange and Multilateral Instrument 61- 101 – Protection of Minority
Security Holders in Special Transactions (“MI 61-101”). Neither the Company, nor to the knowledge of the
Company after reasonable inquiry, a related party, has knowledge of any material information concerning
the Company or its securities that has not been generally disclosed. The Company has relied on
exemptions from the formal valuation and minority approval requirements of sections 5.5(a) and 5.7(1)(a)
of MI 61-101 in respect of such insider participation, based on a determination that the fair market value of
the participation in the First Tranche by the insider will not exceed 25% of the market capitalization of the
Company, as determined in accordance with MI 61-101. The Company did not file a material change report
more than 21 days before the expected closing of the First Tranche because the details of the participation
therein by a related party of the Company were not settled until shortly prior to closing of the First Tranche
and the parties wished to close on an expedited basis for business reasons.
Effective December 23, 2025, the Company implemented the previously announced share consolidation
on the basis of ten pre-consolidation common shares for each one post -consolidation common share (the
"Consolidation").
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities
in the United States of America. The securities have not been and will not be registered under the United
States Securities Act of 1933 (the “ 1933 Act”) or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933
Act and applicable state securities laws, or an exemption from such registration is available.
About Aero Energy Limited
Aero Energy Limited, following its successful merger with Kraken Energy Corp. (“Kraken”), has established
a robust portfolio of uranium assets in North America. The company controls a district -scale land package
in Saskatchewan’s Athabasca Basin, including its Strike and Murmac projects, which collectively host
dozens of shallow drill-ready targets on the north rim of the Athabasca Basin. These projects are guided by
an award-winning technical team with a proven track record, responsible for major discoveries such as
Gryphon, Arrow, and Triple-R. Additionally, Aero’s portfolio includes Kraken’s 100%-owned Apex Uranium
Property, Nevada’s largest past-producing uranium mine, and the Huber Hills Property, spanning 1,044 ha
in Nevada and encompassing the historic Race Track open pit mine. This strategic merger combines Aero’s
extensive Canadian exploration assets with Kraken’s high-grade U.S. properties, positioning Aero to unlock
significant high- grade, unconformity -style uranium mineralization and capitalize on the growing global
demand for uranium. For more information about Aero, please visit aeroenergy.ca.
On Behalf of the Board of Directors
“Galen McNamara”
Galen McNamara, Chief Executive Officer and Chairman
604-288-8046
Further information on the Company can be found on the Company’s website at aeroenergy.ca and at
www.sedarplus.ca, or by contacting the Company by email at [email protected].
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Statement Regarding Forward-Looking Information
This news release includes certain statements and information that constitute forward- looking information
within the meaning of applicable Canadian securities laws. All statements in this news release, other than
statements of historical facts, are forward- looking statements. Such forward- looking statements and
forward-looking information specifically include, but are not limited to, statements that relate to the
completion of the Second Tranche, the planned use of net proceeds of the Offering, the tax treatment of
the CFT Shares, the renouncement of applicable expenditures, and timely receipt of all necessary
approvals, including the final approval of the Exchange, and exploration and development of the Company.
As well, forward- looking Information may relate to future outlook and anticipated events, such as the
consummation and timing of the Second Tranche; the anticipated benefits and impacts of the Offering; the
use of proceeds from sale of the NFT Shares and the CFT Shares, the renunciation of applicable
expenditures; the proposed tax treatment of the CFT Shares, the results from work performed to date;
exploration prospects of mineral properties; requirements for additional capital; the future price of metals;
government regulation of mining operations; environmental risks; the timing and possible outcome of
pending regulatory matters; the realization of the expected economics of mineral properties; future growth
potential of mineral properties; and future plans, projections, objectives, estimates and forecasts and the
timing related thereto.
Statements contained in this release that are not historical facts, including all statements regarding the
planned completion of the Second Tranche, are forward- looking statements that involve various risks and
uncertainty affecting the business of the Company. Such statements can generally, but not always, be
identified by words such as "adjacent", "plans", "prolific", "focus", “extension”, “intended”, “advance”,
“potential”, “opportunity,” “impact”, “establish”, “propose”, “strategic”, “important”, “plan”, “milestone”,
“prime”, “success”, “undertake”, “provide”, “preeminent”, “contemplate”, “exposure”, “strong”,
“transformation”, “represent”, “numerous”, “accessible”, “intension”, “ability”, “intend”, “identify”, “expand”,
variants of these words and similar expressions, or that events or conditions “will”, “would”, “may”, “could”
or “should” occur. All statements that describe the Company's plans relating to operations and potential
strategic opportunities are forward-looking statements under applicable securities laws. These statements
address future events and conditions and are reliant on assumptions made by the Company's management,
and so involve inherent risks and uncertainties, including, the ability or inability to obtain all necessary
regulatory approvals for the Offering, including final TSXV approval; the realization of benefits from the
Offering; permits, the inability to use the proceeds from sale of the NFT Shares and the CFT Shares as
intended, the inability to renounce applicable expenditures; the availability of the proposed tax treatment of
the CFT Shares; consents or authorizations required for mining activities, and material delays in obtaining
them; the absence of adverse conditions at mineral properties; no unforeseen operational delays; the price
of uranium and other metals remaining at levels that render mineral properties economic; the Company’s
ability to continue raising necessary capital to finance operations; and the abilit y to realize on any mineral
resource and reserve estimates; the Company’s ability to complete its planned exploration programs; the
absence of adverse conditions at properties; no unforeseen operational delays; the Company’s ability to
continue raising nec essary capital to finance operations; environmental regulations or hazards and
compliance with complex regulations associated with mining activities; climate change and climate change
regulations; fluctuations in exchange rates; the business objectives of the Company; whether economic
mineralization can be defined and, if it can be permitted for development; the uncertainty that any
mineralization encountered on adjacent properties continues on to any of the Company’s properties; the
uncertainty that geological and/or geophysical and/or any trends, interpretations, or conclusions related to
adjacent properties have relevance to any of the Company’s properties; the uncertainty that the exploration
season can be extended; changes in project parameters as plans to continue to be refined; the
consequences and implications of the historical mining activities on the environment and whether such
affects the potential exploration and/or development of any mining operation the Company’s properties; the
implications of claims from First Nations, Tribes, Tribal Councils, Tribal Governments or other indigenous
entities and peoples and land claims settlements on the Company’s projects; accidents, labour disputes
and other risks of the mining industry, conclusions of economic evaluations; meeting various expected cost
estimates; benefits of certain technology usage; future prices of metals; possible variations of mineral grade
or recovery rates; geological, mining and exploration technical problems; failure of plant, equipment or
processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; the
speculative nature of mineral exploration and development; title to properties, such further risks as
disclosed in the Company's filings with Canadian securities regulators and management’s ability to
anticipate and manage the foregoing risks and uncertainties. As a result of these risks and uncertainties,
and the assumptions underlying the forward- looking information, actual results could mater ially differ from
those currently projected, and there is no representation by the Company that the actual results realized in
the future will be the same in whole or in part as those presented herein. Readers are referred to the
additional information regarding the Company's business contained in the Company's filings with securities
regulatory authorities in Canada on SEDAR+ (www.sedarplus.ca). Although the Company has attempted
to identify important factors that could cause actual actions, events, or results to differ materially from those
described in forward- looking statements, there may be other factors that could cause actions, events or
results not to be as anticipated, estimated or intended. For more information on the Company and the risks
and challenges of its business, investors should review the Company's filings that are available on SEDAR+
(www.sedarplus.ca).
The Company provides no assurance that forward- looking statements and information will prove to be
accurate, as actual results and future events could differ materially from those anticipated in such
statements or information. Accordingly, readers should not place undue reliance on forward- looking
statements or information. The Company does not undertake to update any forward- looking statements,
other than as required by law.