Vancouver, British Columbia--(Newsfile Corp. - August 6, 2025) - Myriad Uranium Corp. (CSE: M) (OTCQB: MYRUF) (FSE: C3Q) ("Myriad") and Rush Rare Metals Corp. (CSE: RSH) ("Rush") are pleased to announce that they have signed a letter of intent ("LOI") dated as of today's date respecting a proposed merger transaction under which Myriad would acquire 100% of the outstanding common shares of Rush (the "Rush Shares") pursuant to a statutory plan of arrangement (the "Arrangement"). Under the Arrangement, Myriad would issue one Myriad common share (each, a "Myriad 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 its effective date and time would receive shares of Rush Spinco.
Myriad and Rush are parties to a property option agreement (the "Option Agreement") dated as of October 18, 2023, as amended, pursuant to which Rush granted Myriad the option (the "Option") to earn up to a 75% interest in and to the Copper Mountain Project (the "Property") located in Wyoming, USA. On October 24, 2024, Myriad announced that it had successfully exercised its option to acquire an initial 50% interest in the Property. Myriad continues to make progress towards acquiring an additional 25% interest in the Property (for a total interest of 75%) by, inter alia, making additional exploration expenditures of at least $4,000,000 on the Property. Believing 100% 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 CEO, 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 (the "CSE"). 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 Corp. is a uranium exploration company with an earnable 75% interest in the Copper Mountain Uranium Project in Wyoming, USA. Copper Mountain hosts several known uranium deposits and historic uranium mines, including the Arrowhead Mine which produced 500,000 lbs of U3O8 (Cramer et al., 1977a, and subsequent references). 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 boreholes have been drilled at Copper Mountain and the project area has significant exploration upside. Union Pacific is estimated to have spent C$117 million (2024 dollars) exploring and developing Copper Mountain, generating significant historical resource estimates which are detailed here.
The Company also recently acquired, subject to completing a geophysical survey this year, a 100% 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 ppm with significant upside potential (Chamberlin, 1981). The announcement regarding the acquisition can be viewed here and a subsequent announcement regarding an expansion of the Company's acreage to encompass ~800 of 1,050 historical boreholes in the basin can be viewed here.
Our Crux Investor overview page including recent interviews can be viewed here. The Company's presentation can be viewed here . News releases regarding historical drilling can be viewed here and here. A news release summarising recent chemical assays of 2024 Copper Mountain drilling can be viewed here.
Myriad also has a 50% interest in the Millen Mountain Property in Nova Scotia, Canada, with the other 50% held by Probe Gold Inc. For further information, please refer to Myriad's disclosure record on SEDAR+ (www.sedarplus.ca), contact Myriad by telephone at +1.604.418.2877, or refer to Myriad's website at www.myriaduranium.com.
Myriad Contact:
Thomas Lamb
President and CEO
tlamb@myriaduranium.com
About Rush Rare Metals Corp.
Rush Rare Metals Corp. is a mineral exploration company focused on its Boxi Property located in the Province of Québec, Canada. Rush also owns the Copper Mountain Project located in Wyoming, USA, which it has optioned to Myriad Uranium Corp. Rush currently has a 100% interest in the Boxi Property, and a 50% interest in the Copper Mountain Project. For further information, please refer to Rush's disclosure record on SEDAR+ (www.sedarplus.ca) or contact Rush by email at psmith@rushraremetals.com or by telephone at 778.999.7030, or refer to Rush's website at www.rushraremetals.com.
Rush Contact:
Peter Smith
Chief Executive Officer
psmith@rushraremetals.com
The CSE has not reviewed, approved or disapproved the contents of this news release.
Forward-Looking Statements
This news release contains "forward-looking information" that is based on current expectations, estimates, forecasts and projections. This forward-looking information includes, among other things, each company's business, plans, outlook and business strategy. The words "may", "would", "could", "should", "will", "likely", "expect," "anticipate," "intend", "estimate", "plan", "forecast", "project" and "believe" or other similar words and phrases are intended to identify forward-looking information. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, timing, assumptions or expectations of future performance are forward-looking statements and contain forward-looking information, including, but not limited to: the terms of the Arrangement, the completion of the Arrangement, including receipt of required shareholder, regulatory, court and CSE approvals; the ability of the parties to satisfy, in a timely manner, the other conditions to the closing of the Arrangement; the prospects of the combined company following completion of the Arrangement; that the anticipated benefits of the Arrangement will be realized; the anticipated timing of completion of the Arrangement; and the delisting of the Rush Shares following the Arrangement. Forward-looking information also involves known and unknown risks and uncertainties and other factors, which may cause actual events or results in future periods to differ materially from any projections of future events or results expressed or implied by such forward-looking information or statements, including, among others: the failure to obtain shareholder, regulatory, court or CSE approvals in connection with the Arrangement, failure to complete the Arrangement, failure to realize the anticipated benefits of the Arrangement or implement the business plan for the combined company, negative operating cash flow and dependence on third party financing, uncertainty of additional financing, no known current mineral reserves or resources, reliance on key management and other personnel, potential downturns in economic conditions, actual results of exploration activities being different than anticipated, changes in exploration programs based upon results, and risks generally associated with the mineral exploration industry, environmental risks, changes in laws and regulations, community relations and delays in obtaining governmental or other approvals and the risk factors with respect to Myriad and with respect to Rush set out in the companies' most recent annual management discussion and analysis and other filings which have been filed with the Canadian securities regulators and available under Myriad's and Rush's respective profiles on SEDAR+ at www.sedarplus.ca.
Although Myriad and Rush have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information. Neither Myriad nor Rush undertakes any obligation to update or reissue forward-looking information as a result of new information or events except as required by applicable securities laws.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/261438
SOURCE: Myriad Uranium Corp.
