Mr. Peter Smith reports
RUSH ANNOUNCES COMPLETION OF ARRANGEMENT WITH MYRIAD URANIUM
Rush Rare Metals Corp. has completed the previously announced acquisition of 100 per cent of the issued and outstanding common shares of Rush by Myriad Uranium Corp. pursuant to a statutory plan of arrangement. The arrangement was previously announced by Rush in news releases dated Feb. 13, 2026, and July 13, 2026.
"We are proud to have completed this transaction with Myriad," commented Rush chief executive officer Peter Smith. "The combination brings together complementary expertise and establishes a clear path forward for Copper Mountain. We believe Rush shareholders will benefit from continued exposure to the project through their shareholdings in Myriad, as well as from the separate value of Rush Spinco and its Boxi property."
Under the arrangement, Myriad issued an aggregate of 24,983,671 Myriad common shares to Rush shareholders, representing approximately one Rush share to 0.5405 Myriad share. In addition, all outstanding Rush stock options were replaced with an aggregate of 2,110,120 Myriad stock options, with appropriate adjustments made to reflect the exchange ratio.
The arrangement was approved by the Rush shareholders at an annual general and special meeting held on Aug. 17, 2026. On Aug. 19, 2026, the Supreme Court of British Columbia issued the final order to approve the arrangement. For additional details respecting the arrangement, see Rush's management information circular dated June 23, 2026, a copy of which can be found under Rush's profile on SEDAR+. Following completion of the arrangement, Rush has become a wholly owned subsidiary of Myriad, and the Rush shares have been delisted from the Canadian Securities Exchange.
Spinout of Boxi property
As part of the arrangement, Rush shareholders received an aggregate of 11,555,816 common shares (Spinco shares) of the wholly owned subsidiary of Rush, 1577075 B.C. Ltd. (Spinco), representing one Rush Spinco share for every four Rush shares outstanding. In exchange for the Spinco shares, Rush transferred all of its right, title and interest in and to its Boxi property in Quebec, and has financed $100,000 to support the capitalization of Rush Spinco.
Letter of transmittal
Registered Rush shareholders should send their completed and executed letters of transmittal and their Rush share certificates to the depository, TSX Trust Company, as soon as possible to receive their Myriad shares to which they are entitled under the arrangement. Non-registered Rush shareholders who hold shares through a broker or another intermediary should follow the instructions provided to them by their broker or such other intermediary. A copy of the letter of transmittal is available on SEDAR+ under Rush's profile.
Certain directors and officers of Rush hold securities of Rush, which will be exchanged for Myriad securities and Spinco shares under the arrangement, which exchange is considered to be a related-party transaction as defined under Multilateral Instrument 61-101. This related-party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as the fair market value of the transaction does not exceed 25 per cent of Rush's market capitalization of the company as determined in accordance with MI 61-101. In considering and unanimously approving the transaction, there were no materially contrary views, abstentions (except for any abstentions required by corporate law) or material disagreements by any Rush director.
About Rush Rare Metals Corp.
Rush Rare is a mineral exploration company.
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