Myriad Uranium Provides Update on Process to Close Acquisition of Rush Rare Metals: Rush's Information Circular Has Been Filed and Meeting Date Set
Rhea-AI Summary
Myriad Uranium (CSE:M, OTCQB:MYRUF, FSE:C3Q) outlined progress toward closing its acquisition of Rush Rare Metals, confirming that Rush has filed its management information circular for an August 17, 2026 shareholder meeting. Rush shareholders will vote on a special resolution approving a statutory plan of arrangement under which Myriad will acquire 100% of Rush’s common shares.
Under the February 13, 2026 Definitive Agreement, each Rush share will be exchanged for 0.5405 Myriad shares, and Rush’s convertible securities will be replaced with Myriad equivalents adjusted to this ratio. Rush has spun out its Boxi Property into Rush Spinco, and Rush shareholders will receive one Rush Spinco share for every four Rush shares in addition to Myriad shares. Closing remains subject to Rush shareholder, court and regulatory approvals; afterwards Rush will be a wholly owned Myriad subsidiary and delisted from the CSE.
Positive
- 100% ownership of Rush via share-for-share statutory plan of arrangement
- Exchange ratio set at 1 Rush Share to 0.5405 Myriad Shares
- Spin-out structure: Rush shareholders receive 1 Rush Spinco share per 4 Rush Shares
- No Myriad shareholder vote required to complete the transaction
- Related party transaction confirmed below 25% of Myriad market capitalization under MI 61-101
Negative
- Closing subject to multiple approvals: Rush shareholders, court, and Canadian Securities Exchange
- New Myriad shares will be issued, implying equity dilution for existing Myriad shareholders
- Post-closing, Rush will be delisted from the CSE, reducing its standalone trading liquidity
News Explained
The acquisition is still awaiting approvals; if completed, Myriad would issue shares to Rush holders and own 100% of Copper Mountain.
The
If the plan closes, Myriad would issue its common shares to Rush shareholders, so the transaction would add new Myriad shares and change the ownership mix for existing Myriad common holders.
The exchange would provide one Myriad share for every 1.85 Rush shares, and Rush convertible securities would be replaced with Myriad convertible securities adjusted to the exchange ratio.
Rush shareholders would also receive one Rush Spinco share for every four Rush shares; Rush Spinco holds the Boxi Property.
Completion remains conditional on Rush shareholder approval, British Columbia Supreme Court approval, CSE approval and other customary closing conditions; Myriad shareholder approval is not required.
The next stated milestone is the
News Market Reaction – MYRUF
In the Jul 13 session, MYRUF declined 1.52%, reflecting a mild negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
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Vancouver, British Columbia--(Newsfile Corp. - July 13, 2026) - Myriad Uranium Corp. (CSE: M) (OTCQB: MYRUF) (FSE: C3Q) ("Myriad" or the "Company") is pleased to announce that Rush Rare Metals Corp. ("Rush") has filed its management information circular (the "Circular") and related materials for Rush's annual general and special meeting (the "Meeting") of shareholders ("Rush Shareholders") at which, among other things, the Rush Shareholders will be asked to consider and vote on a special resolution (the "Arrangement Resolution") approving a statutory plan of arrangement (the "Arrangement") under which Myriad will acquire
On February 13, 2026, Myriad and Rush entered into an acquisition agreement and an arrangement agreement dated as of February 13, 2026 (together, the "Definitive Agreement") respecting the Arrangement. Under the Arrangement, 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's CEO Thomas Lamb commented: "The acquisition of Rush is a major catalyst for Myriad. It consolidates our ownership of the Copper Mountain Uranium Project to
Rush has incorporated a subsidiary, 1577075 B.C. Ltd. ("Rush Spinco"), to which Rush has transferred all of its right, title and interest in and to its Boxi Property in Quebec and has funded
Closing of the transaction remains subject to a number of conditions, including approval of the Rush Shareholders, approval of the British Columbia Supreme Court, approval of the Canadian Securities Exchange, standard closing deliverables and other customary conditions typical for transactions of this nature. Following completion of the transaction, Rush will become a wholly owned subsidiary of Myriad and will be delisted from the CSE. The transaction does not require approval of Myriad shareholders.
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 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
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 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; and the anticipated timing of completion of 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 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/304839