Myriad Uranium Signs Binding Agreement to Acquire Rush Rare Metals

• Myriad Uranium Corp. has entered into a binding letter of intent dated 7 January 2026 to acquire 100% of Rush Rare Metals Corp. through a statutory plan of arrangement.
• The exchange ratio is set at 1.85 Rush shares for one Myriad share, representing an 18% premium based on 6 January 2025 closing prices and a 22% premium based on 20-day volume weighted average price.
• The transaction will consolidate full ownership of the Copper Mountain uranium project in Wyoming, where Myriad currently holds a 75% interest after completing over $5.5 million in expenditures.
• Rush shareholders will receive Myriad shares plus shares in Rush Spinco, a subsidiary retaining the Boxi Property in Quebec.
• Completion requires Rush shareholder approval, British Columbia Supreme Court approval, and Canadian Securities Exchange acceptance, with a definitive agreement targeted within 30 days.

Myriad Uranium Corp. (CSE: M, OTCQB: MYRUF, FRA: C3Q) is a uranium exploration company with a 75% interest in the Copper Mountain uranium project in Wyoming and 100% ownership of the Red Basin uranium project in New Mexico. Copper Mountain contains several known uranium deposits and historic uranium mines, including the Arrowhead Mine which produced 500,000 lbs U3O8. The project has approximately 2,000 historical boreholes from Union Pacific's late 1970s exploration and development programme, with estimated historical expenditures of $117 million in 2024 dollars. Operations ceased in 1980 before mining commenced due to falling uranium prices. The Red Basin project in New Mexico has near surface mineralisation.

Binding Merger Agreement and Exchange Ratio with Rush Rare Metals

The binding letter of intent, executed on 7 January 2026, follows a non-binding agreement announced in August 2025 that expired in October 2025. Under the terms, Myriad will acquire all issued and outstanding common shares of Rush Rare Metals through a statutory plan of arrangement. All of Rush's convertible securities would cease to be exercisable for Rush shares and would instead be exercisable for Myriad shares, with adjustments to reflect the exchange ratio.

The exchange ratio is set at 1.85 Rush shares for one Myriad share, or 0.5405 Myriad shares for each Rush share. Based on closing prices of $0.425 per Myriad share and $0.195 per Rush share on 6 January 2025, the exchange ratio represents an 18% premium to Rush shareholders. Based on 20-day volume weighted average price for the 20 business days prior to execution, the exchange ratio represents a 22% premium to Rush shareholders.

The transaction remains subject to several conditions until a definitive agreement is executed. These include completion of final due diligence by both companies, negotiation and execution of a definitive agreement, approval of Rush shareholders in general meeting, approval of the British Columbia Supreme Court, and acceptance by the Canadian Securities Exchange. The transaction is not anticipated to require approval of Myriad shareholders.

Copper Mountain Project Ownership Consolidation to 100%

Myriad and Rush are parties to a property option agreement dated 18 October 2023, as amended, pursuant to which Myriad has earned a 75% interest in Copper Mountain by incurring over $5.5 million in eligible expenditures on the property. The boards of directors of both companies have determined that the merger is in the best interests of shareholders and represents the fastest and most efficient way to unify ownership of Copper Mountain in Myriad.

The boards have also determined that consolidating ownership of Copper Mountain simplifies and streamlines ongoing operations and decision making in relation to the project. Myriad's focus is on achieving 100% ownership of the Copper Mountain uranium project in Wyoming and the Red Basin project in New Mexico.

CEO Thomas Lamb stated:

"Strong results from our Fall 2024 drill programme, continued exploration success through 2025, and the discovery of substantial additional historical data at Copper Mountain have significantly enhanced our understanding of both the project and the broader district. Notably, this includes the U.S. Department of Energy's Bendix report from 1982, which estimated Copper Mountain's uranium endowment as among the largest in the United States. Against this backdrop, it makes eminent sense to consolidate 100% ownership as efficiently as possible."

Transaction Structure Including Rush Spinco and Shareholder Premiums

As part of the arrangement, Rush will create a subsidiary called Rush Spinco to which it will transfer all rights in the Boxi Property in Quebec. Shareholders of Rush as of the effective date of the merger will receive shares of Rush Spinco in addition to the Myriad shares they receive under the proposed merger. Following completion, Rush will become a wholly owned subsidiary of Myriad and will be delisted from the Canadian Securities Exchange.

The boards of both companies believe that unified ownership of Copper Mountain is more valuable than separate ownership, and have determined that the merger is in the best interests of shareholders. The structure allows Rush shareholders to retain exposure to the Boxi Property whilst receiving Myriad shares based on the agreed exchange ratio.

CEO Thomas Lamb commented:

"Having earned a 75% interest under the existing option agreement, we believe that a merger with Rush represents the most direct and effective path to full ownership. This outcome is clearly in the best interests of both Myriad and Rush. Myriad is well financed to continue advancing Copper Mountain through additional drilling and exploration, and our technical team is delivering strong results in de-risking the project while steadily expanding our geological and data-driven understanding of its scale and potential."

Next Steps and Closing Conditions

The parties have agreed to use commercially reasonable best efforts to negotiate and enter into a definitive agreement within 30 days of executing the binding letter of intent. Until replaced by a definitive agreement, closing of the transaction remains subject to completion of final due diligence by both companies, negotiation and execution of the definitive agreement, approval of Rush shareholders in general meeting, approval of the British Columbia Supreme Court, and acceptance by the Canadian Securities Exchange. The companies will provide further updates as warranted.

‍