AERO Energy, Urano Energy and Pegasus Resources Announce Closing of $10.5 Million Subscription Receipt Private Placement
AERO ENERGY, URANO ENERGY AND PEGASUS RESOURCES ANNOUNCE CLOSING
OF $10.5 MILLION SUBSCRIPTION RECEIPT PRIVATE PLACEMENT
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia – March 31, 2026 – Aero Energy Limited (TSXV: AERO) (OTC Pink:
AAUGF) (FSE: J5B ) (“Aero ” or the “ Company”), Urano Energy Corp. (CSE: UE) (OTCQB: UECXF)
(“Urano”) and Pegasus Resources Inc. (TSXV:PEGA) (“Pegasus”) are pleased to announce that, further
to its news releases dated March 2, 2026 and March 4, 2026, they have closed the previously announced
non-brokered private placement of 26,249,999 subscription receipts of the Company (the “Subscription
Receipts”) at a price of $0. 40 per Subscription Receipt for gross proceeds of $10,500,000 (the
“Subscription Receipt Financing”).
The Subscription Receipt Financing was conducted in connection with Aero entering into a definitive
arrangement agreement with Urano (the “Urano Transaction”) and Pegasus (the “Pegasus Transaction”,
and together with the Urano Transaction, the “ Transactions”) to combine the three companies by way of
court-approved plan of arrangements. The combined company (the “Combined Company”) is expected to
continue under the name “Manhattan Uranium Discovery Corp.” and trade under the symbol “MANU”. See
the news releases dated March 2, 2026 and March 4, 2026 for additional information.
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 Subscription
Receipt will convert into one unit of Aero (a “Unit”), with each Unit comprised of one common share of Aero
(a “Share”) and one Share purchase warrant of Aero (a “Warrant”). Each Warrant is exercisable to acquire
one Share at a price of $0.60 until March 31, 2028.
In connection with the Subscription Receipt Financing, the Company incurred finder’s fees of $415,498 and
will issue 1,038,745 finder’s warrants of Aero (the “Finder’s Warrants”, and collectively with the cash fee,
the “Finder’s Fees”). Each Finder’s Warrant is exercisable to acquire one Share at a price of $0.40 until
March 31, 2028. The Finder’s Fees are held in escrow along with the Escrowed Funds and will be released
upon satisfaction of the Escrow Release Conditions.
Eventus Capital Corp. and PowerOne Capital Markets Limited acted as finders in connection with a portion
of the Subscription Receipt Financing.
The Combined Company plans to use the net proceeds of the Subscription Receipt Financing as follows:
(i) the advancement of the Company’s uranium project portfolio in North America, (ii) the repayment of
Aero’s secured bridge loan of up to $1,000,000 to Urano, (iii) the costs of completing the Transactions, and
(iv) working capital and general corporate purposes.
The gross proceeds of the Subscription Receipt Financing (the “Escrowed Funds”) were deposited and
will be held by an escrow agent (the “ Escrow Agent ”) pursuant to the terms of a subscription receipt
agreement dated March 31, 2026 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 Subscription Receipts shall be cancelled and the
Escrowed Funds shall be used to pay holders of Subscription Receipts an amount equal to the issue price
of the 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.
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
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.
About Urano
Urano is a mineral exploration company which holds numerous advanced conventional uranium projects
hosting historic resources and mining lode claims in the Colorado Plateau, a region with a rich history of
uranium and vanadium mining. As the need and support for domestic uranium and nuclear energy in the
United States advances, Urano is well positioned to complete the necessary work to advance permitting for
key projects.
For more information about Urano, please visit: www.uranoenergy.com.
About Pegasus
Pegasus Resources Inc. is a Canadian uranium exploration company focused on advancing high-potential
projects in the United States. The Company’s flagship asset, the Jupiter Uranium Project in Utah, is a drill-
ready property positioned for resource expansion. With a commitment to strengthening domestic uranium
supply, Pegasus is strategically developing its portfolio to capitalize on the growing demand for nuclear
energy.
For more information about Pegasus, please visit: www.pegasusresourcesinc.com.
On Behalf of the Boards of Directors
“Galen McNamara” “Jason Bagg” “Christian Timmins”
Chief Executive Officer, Chief Executive Officer, Chief Executive Officer,
Aero Energy Limited Urano Energy Corp. Pegasus Resources Inc.
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 planned
use of net proceeds of the Subscription Receipt Financing, and timely receipt of all necessary approvals,
including the final approval of the TSXV, the timing and completion of each of the Transactions and
conditions thereof, and exploration and development of the Company.
As well, forward- looking Information may relate to future outlook and anticipated events, such as the
anticipated benefits and impacts of the Subscription Receipt Financing; the use of net proceeds from sale
of the Subscription Receipts, the timing and completion of each of the Transactions, the anticipated benefits
and impacts of each of the Transactions and conditions thereof, the results from work performed to date;
exploration prospects of mineral properties; requirements for additional capital; the fut ure 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 propert ies; and future plans, projections, objectives, estimates and forecasts and the
timing related thereto.
Statements contained in this release that are not historical facts 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 Subscription Receipt Financing, including final TSXV approval; the realization
of benefits from the Subscription Receipt Financing; permits, the inability to use the gross proceeds from
the sale of the Subscription Receipts as intended; the timing and completion of each of the Transactions
and conditions thereof, the anticipated benefits and impacts of each of the Transactions; 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 ability 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
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 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 ex ploration 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 materially 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.