Myriad Uranium Completes Acquisition of Rush Rare Metals
Rhea-AI Summary
Myriad Uranium (CSE:M, OTCQB:MYRUF, FSE:C3Q) has completed the acquisition of 100% of the issued and outstanding common shares of Rush Rare Metals via a statutory plan of arrangement. Myriad issued 24,983,671 Myriad shares to Rush shareholders, based on an exchange ratio of approximately 1 Rush share for 0.5405 Myriad shares, and replaced Rush options with 2,110,120 Myriad options.
The Arrangement was approved by Rush shareholders on August 17, 2026 and received a final court order on August 19, 2026, after which Rush became a wholly owned subsidiary and its shares were delisted from the CSE. As part of the transaction, Rush shareholders also received 11,555,816 shares of a Rush subsidiary (Spinco) holding the Boxi Property in Quebec, funded with $100,000. Certain Myriad insiders participated, qualifying the deal as a related party transaction under MI 61‑101, but it was exempt from formal valuation and minority approval.
Positive
- Completion of 100% acquisition of Rush Rare Metals and Copper Mountain control
- Rush shareholders issued 24,983,671 Myriad shares at 0.5405 exchange ratio
- Rush options rolled into 2,110,120 Myriad stock options
- Court approval and Rush CSE delisting finalize transaction structure
- Boxi Property spinout funded with $100,000 into Spinco
Negative
- Myriad share count diluted by issuing 24,983,671 new shares to Rush holders
- Additional potential dilution from 2,110,120 new Myriad stock options
- Transaction qualifies as a related party transaction under MI 61‑101
News Explained
The completed Arrangement did not register the Myriad or Spinco securities under U.S. federal or state securities laws; Myriad says securities issuable in the transaction are expected to rely on available exemptions, including Section 3(a)(10) of the U.S. Securities Act.
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Vancouver, British Columbia--(Newsfile Corp. - August 21, 2026) - Myriad Uranium Corp. (CSE: M) (OTCQB: MYRUF) (FSE: C3Q) ("Myriad" or the "Company") is pleased to announce that it has completed the acquisition of
Myriad's CEO, Thomas Lamb, commented: "This merger is a significant value catalyst for Myriad. Full ownership of Copper Mountain gives us a clean, simplified structure and complete control over a uranium project we believe could become America's largest. I want to recognize Pete Smith, whose original vision created both Rush and Myriad, and I'm pleased he'll remain closely involved as an advisor to the Company going forward."
Under the Arrangement, Myriad issued an aggregate of 24,983,671 Myriad common shares (each, a "Myriad Share") to Rush shareholders, representing approximately one (1) Rush Share to 0.5405 Myriad Shares (the "Exchange Ratio"). In addition, all outstanding Rush stock options were replaced with an aggregate of 2,110,120 Myriad stock options (each, a "Myriad Option"), 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 August 17, 2026. On August 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+ at www.sedarplus.ca. 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 a subsidiary of Rush, 1577075 B.C. Ltd. ("Spinco"), representing one (1) Rush Spinco share for each four (4) 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 funded
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 in order 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+ at www.sedarplus.ca under Rush's profile.
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 transaction 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 securities and Spinco Shares 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
About Myriad Uranium Corp.
Myriad Uranium Corp. holds a
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.
Myriad holds a
Myriad's
Note: A qualified person has not done sufficient work to classify the Copper Mountain, Red Basin, and Breccia Pipe Project historical estimates as current mineral resources or reserves and Myriad is not treating historical estimates as current resources or reserves. Myriad intends to conduct further work to determine whether the historical estimates can be verified and, if appropriate, supported by current mineral resource estimates.
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
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 prospects of the combined company following completion of the Arrangement; and that the anticipated benefits of the Arrangement will be realized. 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: 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 set out in the Company's most recent annual management discussion and analysis and other filings which have been filed with the Canadian securities regulators and available under Myriad's profile on SEDAR+ at www.sedarplus.ca.
Although Myriad has 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. Myriad does not undertake 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/310909