Mr. Galen McNamara reports

AERO ENERGY ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF OVERSUBSCRIBED NON-BROKERED PRIVATE PLACEMENT

Further to its news releases dated Feb. 13, 2024, and March 6, 2024, Aero Energy Ltd. has closed the second and final tranche of its previously announced non-brokered private placement for additional gross proceeds of $1,362,830. The offering was oversubscribed, and the company issued an aggregate of 34,719,349 units for aggregate gross proceeds of $5.9-million between the two tranches.

In connection with the completion of the second tranche of the offering, the company issued: (i) 5,693,913 non-flow-through units of the company at a price of 15 cents per non-flow-through unit; and (ii) 2,907,100 flow-through units of the company at a price of 17.5 cents per flow-through unit for aggregate gross proceeds of $1,362,830.

Each non-flow-through unit consists of one non-flow-through common share of the company and one-half of one share purchase warrant. Each flow-through unit consists of one share and one-half of one warrant, which will qualify as flow-through shares under the Income Tax Act (Canada). Each warrant entitles the holder thereof to acquire one additional common share of the company at a price of 25 cents per warrant share until March 8, 2026. The warrant shares will be issued on a non-flow-through basis.

The securities issued pursuant to the second tranche of the offering will be restricted from trading until July 9, 2024. A total of $94,552 cash was paid and a total of 596,430 finder warrants were issued to eligible arm's-length finders in connection with the closing of the second tranche. The finder warrants were issued on the same terms as the warrants. Eventus Capital Corp. was appointed as a finder in connection with the offering.

The gross proceeds from the sale of the flow-through units and the charity flow-through units will be used by the company to incur eligible Canadian exploration expenses that qualify as flow-through critical mineral mining expenditures, as such terms are defined in the Income Tax Act (Canada), related to the company's uranium projects in the Athabasca basin in Saskatchewan, on or before Dec. 31, 2025. All qualifying expenditures will be renounced in favour of the subscribers of the flow-through units and charity flow-through units effective Dec. 31, 2024. The net proceeds from the sale of the non-flow-through units will be used for general working capital purposes.

All securities issued in connection with the offering are subject to a statutory hold period of four months and a day. Additional details regarding the offering can be found in the company's news releases dated Feb. 13, 2024, and March 6, 2024.

About Aero Energy Ltd.

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 Energy 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. With the application of modern exploration techniques, the company has identified over 50 shallow drill-ready targets and 125 kilometres of target horizon on the frontier north rim of the Athabasca basin. Aero Energy is tapping into the Athabasca basin's emerging potential for high-grade, unconformity-style mineralization.

We seek Safe Harbor.