Date
02/18/2026
Myriad Uranium Corp. and Rush Rare Metals Corp. 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.