AERO Energy Announces Update ON Saskatchewan Uranium Projects and up to $5 Million Non-Brokered Private Placement
AERO ENERGY ANNOUNCES UPDATE ON SASKATCHEWAN URANIUM PROJECTS AND
UP TO $5 MILLION NON-BROKERED PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, December 11, 2025 – Aero Energy Ltd (TSXV: AERO) (OTC Pink: AAUGF) (FSE:
UU3) (“Aero” or the “Company”) is pleased to provide an update regarding its uranium exploration portfolio
located in the Athabasca Basin, Saskatchewan and announce a non -brokered private placement offering
for aggregate gross proceeds of up to $5,000,000.
Murmac and Strike Projects – Amendment Provides Enhanced Flexib ility
Aero is pleased to announce that it has amended (the “Amendment”) its option agreement dated December
15, 2023 (the “Murmac-Strike Option Agreement”) with Fortune Bay Corp. and 7153945 Canada Inc. (the
“Optionor”) in respect of the Murmac and Strike projects near Uranium Ci ty along the northern margin of
the Athabasca Basin, Saskatchewan.
To date, Aero has incurred or funded approximately $2.5 million in exploration expenditures on the Murmac
and Strike projects, leaving approximately $500,000 in remainin g exploration expenditures (the
“Remaining First Option Expenditures”) in order to earn an initial 51% interest in the Murmac and Strike
projects (the “First Option Interest”), in addition to certain cash and share payments to made by A ero in
accordance with the Murmac-Strike Option Agreement (the “ First Option Payments”).
Pursuant to the Amendment, Aero must either (i) incur or fund t he Remaining First Option Expenditures,
(ii) pay a cash deposit to the Optionor equal to the Remaining First Option Expenditures (the “ Cash
Deposit”) or (iii) complete a combination of the foregoing, all by March 15, 2026. The Optionor will use any
Cash Deposit to incur or fund the Remaining First Option Expenditures on behalf of and for Aero by October
31, 2026 (the “ Deadline”), with any unused portion of the Cash Deposit returned to Aer o following the
Deadline. In order to earn the First Option Interest, (i) the R emaining First Option Expenditures must be
incurred or funded by the Deadline and (ii) Aero must complete the First Option Payments (which remain
unchanged).
The second and third options to earn an additional aggregate 19 % interest in the Murmac and Strike
projects (for a total of 70%) through certain cash and share pa yments and the incurrence and funding of
additional exploration expenditures remain unchanged.
Sun Dog Project – Project Relinquished
Aero has elected to relinquish its option agreement dated Octob er 20, 2023 with Standard Uranium Ltd. in
respect of the Sun Dog Uranium Project. The Company has fully s atisfied all Year 1 commitments under
the agreement and, as part of its ongoing portfolio review and capital allocation strategy, has chosen not to
proceed further. This decision allows Aero to concentrate its financial and technical resources on its highest-
priority uranium exploration projects in the Athabasca Basin an d the United States.
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Private Placement Offering
The Company is also pleased to announce a non-brokered private placement offering (the “ Offering”) for
aggregate gross proceeds of up to $5,000,000 that will, upon co mpletion of the Consolidation (as defined
below), consist of the issuance of a combination of:
• up to 10,869,565 post-Consolidation common shares of the Compa ny (“NFT Shares”) at a price
of $0.23 per NFT Share for gross proceeds of up to approximatel y $2,500,000; and
• up to 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 up to approximately $2,500,000.
Each CFT Share will qualify as a “flow-through share” within th e 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 NFT Shares and CFT Shares will be offered 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, to purchasers in Canada (other than Quebec). The Company will also be entitled to
offer the NFT Shares for sale in the United States pursuant to available exemptions from the registration
requirements of the U.S. Securities Act of 1933, as amended, an d in certain other jurisdictions outside of
Canada and the United States provided no prospectus filing or c omparable obligation arises.
In connection with the Offering, the Company may pay finders’ f ees in accordance with the policies of the
TSX Venture Exchange (the “ Exchange”). Eventus Capital Corp. has been appointed as a finder in
connection with the Offering.
The Company plans to use the proceeds of the Offering as follow s:
• the net proceeds from the sale of NFT Shares will be used to f und the exploration and advancement
of the Issuer’s uranium properties in Saskatchewan and Nevada, and general working capital
purposes; and
• the gross proceeds received from the sale of the CFT Shares wi ll 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 Issuer’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 is expected to close on or about December 23, 2025 . The Offering remains subject to certain
conditions including, but not limited to, the receipt of all necessary regulatory and other approvals including
the approval of the Exchange. Further information regarding the proposed consolidation of the common
shares of the Company on the basis of one post-consolidation co mmon share for ten pre-consolidation
common shares (the “ Consolidation”) is contained in the Company’s news release dated December 9,
2025.
There is an offering document (the " Offering Document") in respect of the Offering that can be accessed
under the Company's profile on SEDAR+ at www.sedarplus.ca and the Company's website
at www.aeroenergy.ca. Prospective investors of NFT Shares and C FT Shares should read the Offering
Document before making an investment decision.
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The NFT Shares and the CFT Shares will not be subject to a hold period in Canada, subject to any hold
periods required by the Exchange.
Caution to US Investors
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. The securities have not been and will not be registered under the U.S. Securities Act
or any state securities laws and may not be offered or sold wit hin the United States or to U.S. Persons
unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
About Aero Energy
Aero Energy Limited, following its successful merger with Kraken Energy Corp. (“Kraken”), has established
a robust portfolio of uranium assets in North America. The comp any controls a district-scale land package
in Saskatchewan’s Athabasca Basin, including its Strike and Mur mac 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, res ponsible for major discoveries such as
Gryphon, Arrow, and Triple-R. Additionally, Aero’s portfolio in cludes 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 mineralizati on and capitalize on the growing global
demand for uranium. For more information about Aero, please vis it aeroenergy.ca.
On behalf of Aero Energy Limited
”Galen McNamara”
Chief Executive Officer and Chairman
604-288-8046
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of 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, state ments
that relate to the completion of the Offering, the planned use of net proceeds of the Offering, the tax treatment of the CFT Shares, the
renouncement of applicable expenditures, the earning of the First Option Interest and timely receipt of all necessary approvals ,
including any requisite 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
Offering; 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 earning of the First Option Inte rest,
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 o f the
Offering, 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 potentia l
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,
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including, the ability or inability to obtain all necessary regulatory approvals for the Offering, including Exchange approval; the
realization of benefits from the Offering; permits, the inability to use the proceeds from sale of the NFT Shares and the CFT S hares
as intended, the inability to renounce applicable expenditures; the availability of the proposed tax treatment of the CFT Share s; the
ability to meet the requirements to earn the First Option Interest; 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 ab ility to conti nue raising
necessary capital to finance operations; and the ability to realize on any mineral resource and reserve estimates; the Company’ s
ability to complete its pl anned exploration programs; the absence of adverse conditions at properties; no unforeseen operational
delays; the Company’s ability to continue raising necessary 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 ad jacent
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, equipme nt 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 securi ties
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 materially differ from thos e
currently projected, and there is no representation by the Company that the actual results realized in the future will be the s ame 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 revie w
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.