Myriad Uranium to Acquire Rush Rare Metals in All-Share Transaction

• Myriad will acquire 100% of Rush through a plan of arrangement with an exchange ratio of 1.85 Rush shares for one Myriad share
• The exchange ratio represents an 18% premium based on closing prices on January 6, 2026, or 22% based on 20-day volume weighted average price
• Rush shareholders will receive one Rush Spinco share for every four Rush shares, retaining the Boxi Property in Quebec
• The transaction consolidates Copper Mountain ownership under Myriad, which currently holds a 75% interest through a property option agreement
• Rush shareholders are expected to vote on the arrangement in May 2026 or earlier

Myriad Uranium Corp. (CSE: M, OTC: MYRUF, FRA: C3Q) is a Canadian-based 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 has historical production records and exploration data from the 1970s when Union Pacific and Southern California Edison conducted development work. The Arrowhead Mine at Copper Mountain produced 500,000 pounds of U3O8 before operations ceased in 1980.

Definitive Merger Agreement with Exchange Ratio and Transaction Terms

Myriad and Rush executed a definitive agreement on February 13, 2026, establishing terms for the merger. Myriad will issue one common share for every 1.85 Rush shares outstanding. All Rush convertible securities will be replaced with Myriad convertible securities, adjusted to reflect the exchange ratio.

Based on closing prices on January 6, 2026, the exchange ratio represents an 18% premium to Rush shareholders. Using the 20-day volume weighted average price for the same period, the premium is 22%. Myriad currently holds a 75% interest in Copper Mountain through a property option agreement dated October 18, 2023, having incurred over $5.5 million in eligible expenditures.

CEO Thomas Lamb stated:

"Unifying 100% ownership of the Copper Mountain Uranium Project is a clear value catalyst for Myriad which will also simplify decision making and execution, improve capital efficiency and remove the structural discount of split ownership while making the project and Myriad itself easier for investors to value."

Rush Spinco Creation for Boxi Property

Rush has incorporated a subsidiary, Rush Spinco, to hold the Boxi Property in Quebec. Rush shareholders will receive one Rush Spinco share for every four Rush shares held, in addition to Myriad shares received through the merger. Rush will transfer the Boxi Property to Rush Spinco and provide up to $100,000 for formation and capitalisation.

The arrangement separates the Quebec asset from the Wyoming uranium project. Myriad's focus is on the Copper Mountain Uranium Project and the Red Basin Project in New Mexico. Rush Spinco will operate independently following the merger, with Rush shareholders holding equity in both entities.

Rush CEO Pete Smith commented:

"What started as a former uranium mine and some highly interesting surrounding targets has morphed into one of world's best uranium prospects, especially when considering the sheer (and expanding) size of the mineralized zones, as well as the supportive regulatory environment of Wyoming."

Shareholder Meeting and Approval Process

A special meeting of Rush shareholders is scheduled for May 2026 or earlier to vote on the arrangement. Rush will mail a management information circular to shareholders detailing transaction terms, fairness opinions, and board recommendations. Rush directors, officers, and certain shareholders are expected to enter voting and support agreements in favour of the arrangement.

The Rush Special Committee engaged RwE Growth Partners, Inc. to provide a fairness opinion, while the Myriad Special Committee engaged KPMG. Both opinions are expected to state that the merger is fair from a financial perspective to the respective shareholders. These fairness opinions are conditions to closing.

The transaction requires Rush shareholder approval, British Columbia Supreme Court approval, and Canadian Securities Exchange approval. Myriad shareholder approval is not required. Following completion, Rush will become a wholly owned subsidiary of Myriad and will be delisted from the CSE.

Transaction Completion and Timeline

The management information circular will be mailed to Rush shareholders prior to the special meeting in May 2026 or earlier. The circular will include detailed transaction terms and fairness opinions from RwE Growth Partners and KPMG. Following shareholder approval, the parties will seek British Columbia Supreme Court approval and Canadian Securities Exchange clearance. Upon satisfying closing conditions, Rush will be delisted and Myriad will assume 100% ownership of Copper Mountain.

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