Myriad Uranium and Rush Rare Metals Execute Definitive Merger Agreement Pursuant to Which Myriad Will Acquire Rush

Rhea-AI Summary

Myriad Uranium (OTC: MYRUF) and Rush Rare Metals executed a definitive merger agreement dated February 13, 2026, under which Myriad will acquire 100% of Rush by issuing 0.5405 Myriad Shares per Rush Share.

The Exchange Ratio implies an 18%–22% premium to Rush based on reference prices; Rush shareholders will also receive Rush Spinco shares for the Boxi property. Closing remains subject to shareholder, court and regulator approvals, and Rush will be delisted upon completion.

Positive

• Exchange Ratio offers Rush shareholders an 18%–22% premium
• Unified ownership of Copper Mountain expected to simplify decisions and execution
• Myriad earned 75% interest in Copper Mountain after >$5.5M eligible expenditures

Negative

• Closing remains conditional on Rush shareholder, court and CSE approvals
• Rush will be delisted from the CSE upon completion
• Rush Spinco transfer includes up to $100,000 capitalization for Boxi property

Vancouver, British Columbia--(Newsfile Corp. - February 13, 2026) - Myriad Uranium Corp. (CSE: M) (OTC: MYRUF) (FSE: C3Q) ("Myriad" or the "Company") and Rush Rare Metals Corp. ("Rush") (CSE: RSH) are pleased to announce that they have entered into an acquisition agreement and an arrangement agreement dated as of February 13, 2026 (together, the "Definitive Agreement") respecting their previously announced merger transaction (the "Merger") under which Myriad will acquire 100% of the issued and outstanding common shares of Rush (the "Rush Shares") pursuant to a statutory plan of arrangement (the "Arrangement").

Under the Merger, Myriad will acquire all of the Rush Shares by issuing one Myriad common share (each, a "Myriad Share") for every 1.85 Rush Shares issued and outstanding, resulting in an exchange ratio of one (1) Rush Share to 0.5405 Myriad Shares (the "Exchange Ratio"). In addition, all of Rush's convertible securities will be replaced with Myriad convertible securities exercisable for Myriad Shares, with appropriate adjustments made to reflect the Exchange Ratio under the Arrangement.

Myriad CEO Thomas Lamb commented: "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.

Copper Mountain is viewed by a number of sector commentators as a call option on U.S. uranium because of its scale, location, and exceptional history. In the 1970s, Union Pacific and Southern California Edison invested roughly US$125 million in today's dollars, identified multiple deposits, and advanced plans for a large conventional uranium mine before development was halted by the Three Mile Island incident. This historical investment and results strongly support Copper Mountain's potential as a large-scale, strategic, domestic source of uranium.

Since taking the helm and with strong support from Rush, Myriad has rebuilt the project's historic data archive, delivered drilling that confirms and extends earlier work, and completed a district-wide radiometric and magnetic survey, with results to be reported shortly. With uranium markets and U.S. policy now supportive-particularly in top jurisdictions like Wyoming-Copper Mountain has re-emerged as one of the most significant uranium projects in the United States.

As a final note, I would like to acknowledge Rush CEO Pete Smith, whose vision led to Rush's acquisition of Copper Mountain. Pete was instrumental in recognizing early that Myriad's strategic pivot from Niger should focus on Copper Mountain, and he has worked tirelessly alongside our team to advance the project."

Rush CEO Pete Smith said: "Hats off to Myriad and its outstanding team for taking Copper Mountain to the next level. 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. As we've steadily added historical exploration data, and supplemented it with new drilling and geophysical data, the size and potential of Copper Mountain as a uranium district has grown exponentially, with new prospects based on previous work emerging and being added on seemingly a monthly basis. Arrowhead, Canning, Mint/Allard, Midnight, Bonanza Trend, Steffen Hill, Knob, Railroad, Kermac/Day, Cedar Ridge and many more, all genuine uranium prospects of significant size and all based on real work, in some cases extensive work including historical drilling. Myriad risked time and money playing this all out, and it certainly appears to be paying off rather dramatically. We expect the success story at Copper Mountain to continue, and we are thrilled to have investments by both Rush and Myriad shareholders combined and in great hands going forward."

Based on the closing prices on the Canadian Securities Exchange ("CSE") of C$0.425 per Myriad Share and C$0.195 per Rush Share on January 6, 2026, the last business day prior to the date of execution of a binding letter of intent (the "LOI") respecting the Merger (see Myriad's news release dated January 8, 2026), the Exchange Ratio represents a premium to Rush shareholders of 18%. Based on a 20-day Volume Weighted Average Price ("VWAP") for the 20 business days prior to the execution of the LOI, the Exchange Ratio represents a premium to Rush shareholders of 22%.

Rush has incorporated a subsidiary, 1577075 B.C. Ltd. ("Rush Spinco"), to which Rush will transfer all of its right, title and interest in and to its Boxi Property in Quebec and will fund an additional amount of up to $100,000 to support the formation or capitalization of Rush Spinco. As part of the Arrangement shareholders of Rush as of the effective date and time of the completion of the Merger will receive one (1) Rush Spinco share for each four (4) Rush Shares issued and outstanding, in addition to the Myriad Shares they will receive under the proposed Merger. Myriad's focus is wholly on achieving 100% ownership of Copper Mountain Uranium Project in Wyoming and continuing to unlock its value, as well as the value of Myriad's Red Basin Project in New Mexico, as quickly and efficiently as possible.

Myriad and Rush are parties to a property option agreement (the "Option Agreement") dated as of October 18, 2023, as amended, pursuant to which Myriad has earned a 75% interest in Copper Mountain by incurring over $5.5 million in eligible expenditures on the property. Believing that unified ownership of Copper Mountain is significantly more valuable than the aggregate values of separate ownership, the boards of directors of Myriad and Rush have determined that the Merger is in the best interests of the shareholders of both companies and that the Merger is also the fastest and most efficient way to unify ownership of Copper Mountain in Myriad. They have also determined that consolidating ownership of the Copper Mountain also greatly simplifies and streamlines ongoing operations and decision-making in relation to the project.

Closing of the Merger remains subject to a number of conditions, including approval of the Rush shareholders, approval of the British Columbia Supreme Court, approval of the CSE, standard closing deliverables and other customary conditions typical for transactions of this nature. Following completion of the Merger, Rush will become a wholly owned subsidiary of Myriad and will be delisted from the CSE. The Merger does not require approval of Myriad shareholders.

Rush Special Meeting of Shareholders

A special meeting of Rush shareholders to approve the Arrangement is expected to take place in or before May 2026 (the "Meeting"). The terms of the Arrangement will be described in further detail in a Management Information Circular of Rush to be mailed to the Rush shareholders in support of the Meeting (the "Circular"). All directors and officers of Rush, as well as certain Rush shareholders, are expected to enter into voting and support agreements with Myriad prior to the Meeting pursuant to which they have agreed or will agree to vote their Rush Shares in favour of the Arrangement at the Meeting.

A special committee comprised of independent directors of Rush (the "Rush Special Committee"), established to review the Merger, has engaged a financial advisor, RwE Growth Partners, Inc., Chartered Business Valuators, to provide a fairness opinion to Rush in connection with the Merger (the "Rush Fairness Opinion"). In addition, a special committee comprised of directors of Myriad (the "Myriad Special Committee"), established to review the Merger, has engaged a financial advisor, KPMG, to provide a fairness opinion to Myriad in connection with the Merger (the "Myriad Fairness Opinion"). The Rush Fairness Opinion is expected to state that the Merger is fair, from a financial point of view, to the shareholders of Rush, and the Myriad Fairness Opinion is expected to state that the Merger is fair, from a financial point of view, to the shareholders of Myriad. The Fairness Opinions are a condition to closing the Merger. A copy of the Rush Fairness Opinion, as well as additional details regarding the terms and conditions of the Merger and the rationale for the recommendations made by the Rush Special Committee and the Rush board will be set out in the Circular to be mailed to Rush shareholders in connection with the Meeting and filed by Rush on its profile on SEDAR+. Rush shareholders and other interested parties are advised to read the materials relating to the Merger that will be filed by Rush with the securities regulatory authorities in Canada when they become available. Anyone can obtain copies of these documents when available, free of charge, on Rush's SEDAR+ profile at www.sedarplus.ca.

None of the securities to be issued pursuant to the Arrangement have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws, and any securities issuable in the Merger are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

Certain directors and officers of Myriad hold securities of Rush which will be exchanged for Myriad and Rush Spinco securities under the Arrangement, which exchange is considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 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% of Myriad'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 Myriad director.

About Myriad Uranium Corp.

Myriad Uranium Corp. is a uranium exploration company which holds a 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 U₃O₈. 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 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. The Company also holds a 100% interest in the Red Basin Uranium Project in New Mexico, which has a near-surface mineralisation, with significant upside potential. 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. News releases regarding chemical assays of 2024 Copper Mountain drilling can be viewed here and here. A news release detailing a comprehensive assessment of Copper Mountain's uranium endowment by Bendix Engineering for the US Department of Energy published in 1982 can be viewed here.

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 Contacts:
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 25% 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

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.

The CSE has not reviewed, approved or disapproved the contents of this news release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/283791

FAQ

What is the Merger exchange ratio between Myriad and Rush (MYRUF) announced February 13, 2026?

The Merger uses an exchange ratio of 0.5405 Myriad Shares per Rush Share. According to the company, this equates to one Myriad share for every 1.85 Rush shares, with convertible securities adjusted pro rata.

How much premium does the Myriad (MYRUF) offer represent for Rush shareholders?

The Exchange Ratio represents an 18%–22% premium to Rush based on reference prices. According to the company, the range uses closing and 20-day VWAP benchmarks prior to the LOI.

Will Rush shareholders receive any assets besides Myriad (MYRUF) shares in the deal?

Yes. Rush shareholders will receive one Rush Spinco share per four Rush Shares for the Boxi property. According to the company, Rush will fund up to $100,000 to support Spinco capitalization.

Does the Merger require approval from Myriad shareholders (MYRUF)?

No. The Merger does not require Myriad shareholder approval. According to the company, closing still requires Rush shareholder, British Columbia Supreme Court and CSE approvals and customary closing conditions.

What happens to Rush shares and listing after the Myriad (MYRUF) transaction closes?

Following completion, Rush will become a wholly owned subsidiary and be delisted from the CSE. According to the company, Rush shares will be exchanged for Myriad and Rush Spinco securities as described in the Arrangement.

How much interest has Myriad earned in Copper Mountain prior to the merger announcement?

Myriad has earned a 75% interest in Copper Mountain by incurring over $5.5 million in eligible expenditures. According to the company, this was achieved under the existing Option Agreement with Rush.