Mr. Peter Smith of Rush Rare Metals reports
MYRIAD URANIUM AND RUSH RARE METALS ANNOUNCE PROPOSED MERGER
Myriad Uranium Corp. and Rush Rare Metals Corp. have signed a letter of intent (LOI), dated as of today's date, respecting a proposed merger transaction under which Myriad would acquire 100 per cent of the outstanding common shares of Rush, pursuant to a statutory plan of arrangement. Under the arrangement, Myriad would issue one Myriad common share in exchange for every two Rush shares issued and outstanding, and all of Rush's convertible securities would cease to be exercisable for Rush shares and would instead be exercisable for Myriad shares, with appropriate adjustments made to reflect the exchange ratio under the arrangement. In addition, Rush will create a subsidiary (Rush Spinco), to which it will transfer all of its right, title and interest in and to the Boxi property in Quebec, and, as part of the arrangement, shareholders of Rush as of the effective date and time would receive shares of Rush Spinco.
Myriad and Rush are parties to a property option agreement, dated as of Oct. 18, 2023, as amended, pursuant to which Rush granted Myriad the option to earn up to a 75-per-cent interest in and to the Copper Mountain project, located in Wyoming. On Oct. 24, 2024, Myriad announced that it had successfully exercised its option to acquire an initial 50-per-cent interest in the property. Myriad continues to make progress toward acquiring an additional 25-per-cent interest in the property (for a total interest of 75 per cent) by, inter alia, making additional exploration expenditures of at least $4-million on the property. Believing a 100-per-cent ownership of the property is significantly more valuable than the aggregate values of separate ownership, the companies have determined that a merger would be in the best interests of the shareholders of both companies, subject to all conditions of the arrangement being fulfilled.
Myriad's chief executive officer, Thomas Lamb, commented: "Management of both companies strongly believe that Copper Mountain's value will be significantly higher under unified ownership. Given the vast historical spending and corresponding data, and the drilling and other work we have performed to date, we firmly believe Copper Mountain will be an important district-scale uranium source for the U.S. and is now becoming more widely recognized for this potential. Having the entire property under Myriad's ownership should drive increased market valuation, and attract important institutional and strategic investors and relationships."
Rush's CEO, Peter Smith, said: "We are very pleased with the progress Myriad Uranium has made at Copper Mountain and we agree with the idea that the property, yielding positive results and steadily showing greater potential over the time of this earn-in agreement, is now at a stage where it will be more valuable if owned by a single company. By engaging in the planned merger, Rush shareholders get a new share interest in a single owner, Myriad, and will also potentially benefit from an enhanced value in Copper Mountain, given the now simple ownership structure. The Copper Mountain property itself becomes more attractive for potential investment, acquisition or larger-scale partnerships. In addition, all Rush shareholders at the merger date would retain an interest in Rush's Boxi property through new shares issued in the Rush Spinco, essentially meaning they get shares in two companies going forward."
Under the LOI, the parties have agreed to proceed diligently and in good faith to negotiate and settle the terms of a definitive agreement respecting the arrangement. The LOI also contemplates a mutual due diligence period of up to 60 days. At any time, if either party is not satisfied with its due diligence investigations, that party can terminate the LOI. The parties will provide updates respecting the transaction as and when warranted.
Closing of the transaction is subject to a number of conditions, including: completion of mutual due diligence; negotiation and execution of a definitive agreement; approval of the Rush shareholders; approval of the British Columbia Supreme Court; and approval of the Canadian Securities Exchange. Following closing of the arrangement, Rush would become Myriad's wholly owned subsidiary and would be delisted from the CSE. It is not anticipated the transaction will require the approval of Myriad shareholders.
About Myriad Uranium Corp.
Myriad Uranium is a uranium exploration company with an earnable 75-per-cent interest in the Copper Mountain uranium project in Wyoming. Copper Mountain hosts several known uranium deposits and historic uranium mines, including the Arrowhead mine, which produced 500,000 pounds (lb) of U3O8 (Cramer et al., 1977). Copper Mountain saw extensive drilling and development by Union Pacific during the late 1970s, including the development of a mine plan to fuel a planned fleet of California Edison reactors. Operations ceased in 1980, before mining could commence, due to falling uranium prices. Approximately 2,000 bore holes have been drilled at Copper Mountain and the project area has significant exploration upside. Union Pacific is estimated to have spent $117-million (2024 dollars) exploring and developing Copper Mountain, generating significant historical resource estimates.
The company also recently acquired, subject to completing a geophysical survey this year, a 100-per-cent interest in the Red Basin uranium project in New Mexico, which has a near-surface historical resource (non-43-101) at grades from 1,700 to 3,100 parts per million (ppm), with significant upside potential (Chamberlin, 1981).
Myriad also has a 50-per-cent interest in the Millen Mountain property in Nova Scotia, Canada, with the other 50 per cent held by Probe Gold Inc.
About Rush Rare Metals Corp.
Rush is a mineral exploration company focused on its Boxi property, located in the province of Quebec, Canada. Rush also owns the Copper Mountain project, located in Wyoming, which it has optioned to Myriad. Rush currently has a 100-per-cent interest in the Boxi property and a 50-per-cent interest in the Copper Mountain project.
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