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Aero Energy Announces Closing of Non-Brokered Private Placement

Financings

Aero Energy Announces Closing of Non-Brokered Private Placement

Vancouver, British Columbia – November 14, 2024 – 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 October 16, 2024, the Company has closed its previously announced non-

brokered private placement (the “Offering”). The Company issued an aggregate of 24,004,070

units for total gross proceeds of $2,034,218.85.

In connection with the completion of the Offering, the Company issued (i) 8,964,998 non-flow-

through units of the Company (each, an “NFT Unit”) at a price of $0.07 per NFT Unit; (ii) 7,637,500

flow-through units of the Company (each, an “FT Unit”) at a price of $0.08 per FT Unit; and (iii)

7,401,572 charity flow -through units (each, a “CFT Unit”) for aggregate gross proceeds of

$2,034,218.85.

Each NFT Unit consists of one non-flow-through common share of the Company (each, a “Share”)

and one-half of one share purchase warrant (each whole warrant, a “Warrant”). Each FT Unit and

CFT Unit consists of one Share, which will qualify as “flow-through shares” under the Income Tax

Act (Canada), and one-half of one Warrant. Each Warrant entitles the holder thereof to acquire

one additional common share of the Company (each, a “Warrant Share”) at a price of $0.11 per

Warrant Share until November 14, 2026. The Warrant Shares will be issued on a non-flow-through

basis.

All securities issued in connection with the Offering are subject to a statutory hold period of four

months and a day. A total of $99,779 cash was paid, and a total of 887,360 finder’s warrants (the

“Finder’s Warrants”) were issued to eligible arm’s length finders in connection with the closing of

the Offering. The Finder’s Warrants were issued on the same terms as the Warrants.

The gross proceeds from the sale of the FT Units and the Charity FT Units will be used by the

Company to incur eligible “Canadian exploration expenses” that qualify as “flow -through critical

mineral mining expenditures” as defined in the Income Tax Act (Canada) (the “Qualifying

Expenditures”) related to the Company’s uranium projects in the Athabasca Basin,

Saskatchewan, on or before December 31, 2025. All Qualifying Expenditures will be renounced

in favor of the subscribers of the FT Units and Charity FT Units effective December 31, 2024. The

net proceeds from the sale of the NFT Units will be used for general working capital purposes.

The Offering is subject to final approval of the TSX Venture Exchange. Additional details regarding

the Offering can be found in the Company’s news release dated October 16, 2024.

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 is a mineral exploration and development company advancing a district- scale

250,000-acre land package in the historic Uranium City district within Saskatchewan’s Athabasca

Basin. Aero is focused on uncovering high-grade uranium deposits across its flagship Optioned

Properties – Sun Dog, Strike, and Murmac – in addition to its fully owned properties. Aero is led

by an award winning technical team for the discoveries along the prolific Patterson Corridor that

include the Gryphon (TSX:DML), Arrow (TSX:NXE) and Triple-R (TSX:FCU) deposits. With

significant investment and the application of modern exploration techniques, the Company has

identified over 50 shallow drill-ready targets and a 125 kms of target horizon on the frontier north

rim of the Athabasca Basin. Aero Energy is tapping into the basin’s emerging potential for high-

grade, unconformity-style mineralization.

On Behalf of the Board of Directors

“Galen McNamara”

Galen McNamara, Chief Executive Officer

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.

This news release contains certain “forward-looking information” and “forward-looking

statements” (collectively, “forward-looking statements ”) within the meaning of applicable

securities legislation. All statements, other than statements of historical fact included herein,

including without limitation, statements relating the future operations and activities of Nevada

King, are forward-looking statements. Forward-looking statements are frequently, but not always,

identified by words such as “expects”, “anticipates”, “believes”, “intends”, “estimates”, “potential”,

“possible”, and similar expressions, or statements that events, conditions, or results “will”, “may”,

“could”, or “should” occur or be achieved. Forward-looking statements in this news release relate

to, among other things, statements in respect of the use of proceeds of the Offering, the final

approval of the Offering by the TSX Venture Exchange, the Company's Phase III dril l program,

and the expected timing of completion thereof. There can be no assurance that such statements

will prove to be accurate, and actual results and future events could differ materially from those

anticipated in such statements. Forward-looking statements refl ect the beliefs, opinions and

projections on the date the statements are made and are based upon a number of assumptions

and estimates that, while considered reasonable by Nevada King, are inherently subject to

significant business, economic, competitive, political and social uncertainties and contingencies.

Many factors, both known and unknown, could cause actual results, performance or

achievements to be materially different from the results, performance or achievements that are or

may be expressed or implied by such forward-looking statements and the parties have made

assumptions and estimates based on or related to many of these factors. Such factors include,

without limitation, the ability to complete proposed exploration work, the results of exploration,

continued availability of capital, and changes in general economic, market and business

conditions. Readers should not place undue reliance on the forward-looking statements and

information contained in this news release concerning these items. Nevada King does not assume

any obligation to update the forward-looking statements of beliefs, opinions, projections, or other

factors, should they change, except as required by applicable securities laws.