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VANCOUVER, BC, March 2, 2026 /CNW/ - Urano Energy Corp. ("Urano") (CSE: UE) (OTCQB: UECXF), Aero Energy Limited ("Aero") (TSXV: AERO) (OTC Pink: AAUGF) (FSE: UU3), and Pegasus Resources Inc. ("Pegasus") (TSXV: PEGA) announce that the companies have entered into definitive arrangement agreements pursuant to which Aero has agreed to acquire all of the issued and outstanding common shares of both Urano (the "Urano Transaction") and Pegasus (the "Pegasus Transaction") and, together with the Urano Transaction, the "Transactions"). The combined company (the "Combined Company") is expected to continue under the name "Manhattan Uranium Discovery Corp." and trade under the symbol "MANU".

Immediately prior to entering into the Urano Agreement and the Pegasus Agreement (as defined below), Urano and Pegasus terminated the binding letter agreement in respect of a proposed business combination transaction as previously announced in a news release dated December 2, 2025.

On closing of the Transactions, shareholders of Urano will receive 0.2 common shares (the "Urano Exchange Ratio") of Aero (the "Aero Shares") for each Urano share (the "Urano Shares") held and Pegasus shareholders will receive 0.133 Aero Shares (the "Pegasus Exchange Ratio") for each Pegasus share (the "Pegasus Shares") held.

Upon completion of the Transactions, the former shareholders of Urano (the "Urano Shareholders") will hold approximately 49.3% of the shares of the Combined Company (the "Combined Company Shares"), former shareholders of Pegasus (the "Pegasus Shareholders") will hold approximately 6.5% of the Combined Company Shares and the current shareholders of Aero will hold approximately 44.2% of the Combined Company Shares. The Transactions imply a value of $0.094 per Urano Share based on the 21-day volume weighted average price ("VWAP") of Aero and Urano's common shares on TSX Venture Exchange ("TSXV") and the Canadian Stock Exchange ("CSE") and a share price of $0.063 per Pegasus Share. The Transactions will be implemented by way of separate plans of arrangement (the "Arrangements") under the Business Corporations Act (British Columbia) (the "BCBCA"). The Transactions are not conditional upon each other and if one Transaction does not complete for any reason it will not impact the closing of the other Transaction.

William Sheriff, Executive Chairman and Director of Urano, stated: "By bringing together complementary teams and assets, we believe this joint effort creates a stronger platform with greater scale and visibility in a market where uranium is increasingly strategic to North American energy security. This combination expands our collective impact--allowing us to align technical expertise, prioritize the most compelling catalysts, and advance a consolidated portfolio with greater focus and discipline."

Galen McNamara, Chief Executive Officer and Director of Aero, stated: "Our board and management team bring decades of uranium discovery success, project advancement, and public-market execution. That experience matters as uranium re-emerges as a strategic input to North American energy security--supporting reliable baseload power, electrification-driven demand growth, and renewed focus on domestic fuel supply chains. By consolidating a complementary portfolio of high-quality uranium assets, we believe we can build scale, prioritize capital toward the best catalysts, and pursue a disciplined path to value creation at a pivotal moment for the sector."

Christian Timmins, Chief Executive Officer and Director of Pegasus, stated: "We believe this transaction delivers meaningful benefits for Pegasus shareholders by strengthening the company's strategic positioning and enhancing the pathway to value creation. With increased scale and a broader, consolidated portfolio, we expect to improve access to capital, sharpen project prioritization, and pursue a more efficient development strategy aligned with today's uranium market fundamentals."

Strategic Rationale for the Transactions

   -- Creation of a Leading North American Pure Uranium Platform: 15 
      past-producing Uranium mines on 25 underexplored properties covering 
      25,099 acres in the United States along with Athabasca Basin high-grade 
      potential. 
 
   -- Elite Uranium Team: Combines management, technical and capital markets 
      experts with proven uranium development records from senior roles at 
      EnCore Energy, Union Carbide, General Atomics, NexGen Energy, and Alpha 
      Minerals. 
 
   -- Expanded Historical Resource Base for Accelerated Growth: The Transaction 
      consolidates significant historical mineral resources with excellent 
      growth potential between the United States-based projects positioning the 
      combined company to accelerate exploration and development towards 
      production. 
 
   -- Positioned for the American Nuclear Renaissance: High-quality basket of 
      assets in top-tier jurisdictions to capitalize on surging domestic demand 
      with uranium now classified as a critical mineral by the United States 
      Geological Survey. 
 
   -- Enhanced Capital Markets Profile and Liquidity: Boosts the Combined 
      Company's visibility and peer standing upon closing, paving the way for 
      stronger investor interest and share momentum. An expected increase in 
      market exposure from high-profile United States assets enhances the 
      Combined Company's appeal to global investors, supporting potential 
      inclusion in uranium-focused indices and ETFs. 
 
   -- Full Board Support: The respective Transactions have been unanimously 
      approved by the board of directors of each of Aero, Urano and Pegasus. 
      The Urano board of directors (the "Urano Board") and Pegasus board of 
      directors (the "Pegasus Board") have both unanimously recommended that 
      the Urano Shareholders and Pegasus Shareholders vote in favour of the 
      respective Arrangements. 
 
   -- Shareholder Support: All of the directors and executive officers of Urano 
      and Pegasus, representing in aggregate approximately 11% and 4% of the 
      issued and outstanding Urano Shares and Pegasus Shares, respectively, 
      have agreed to vote in favour of the respective Transactions. 

Board of Directors of the Combined Company

The Combined Company's board of directors will be comprised of William Sheriff as Chairman, Galen McNamara, John Hamrick, Grace Marosits, and Garrett Ainsworth.

The Combined Company will be managed by Galen McNamara as CEO, Carson Halliday as CFO, and Christian Timmins as VP Corporate Development.

Board of Directors' Recommendation and Voting Support

The Urano Agreement and the Urano Transaction have been unanimously approved by the boards of directors of each of Aero and Urano, and the Urano Board has recommended that Urano Shareholders vote in favour of the Urano Transaction. Each of the directors and senior officers of Urano, representing in aggregate approximately 11% of the issued and outstanding Urano Shares, have entered into voting support agreements with Urano and have agreed to vote in favour of the Urano Transaction at the special meeting of shareholders of Urano to be held to consider the Urano Transaction.

The Pegasus Agreement and the Pegasus Transaction have been unanimously approved by the boards of directors of each of Aero and Pegasus, and the Pegasus Board has recommended that Pegasus Shareholders vote in favour of the Pegasus Transaction. Each of the directors and senior officers of Pegasus, representing in aggregate approximately 4% of the issued and outstanding Pegasus Shares, have entered into voting support agreements with Pegasus and have agreed to vote in favour of the Pegasus Transaction at the special meeting of shareholders of Pegasus to be held to consider the Pegasus Transaction.

Legal Update

Aero reports that it, together with certain subsidiaries and other parties, has been named as a defendant in a civil action commenced in the State of Nevada pro-se by William Matlack in connection with historical transactions involving certain mineral claims located in Lander County, Nevada. The plaintiff alleges, among other things, breach of contract, breach of fiduciary duty, and related claims arising from agreements and transactions involving entities that previously held interests in the Apex property area. The Company believes the allegations are without merit and intends to vigorously defend the action. At this time, the Company is unable to determine the outcome of the proceeding or the potential financial impact, if any.

Summary of the Transactions

Urano Transaction

Under the terms of the definitive arrangement agreement (the "Urano Agreement") between Aero and Urano, on closing of the Urano Transaction, each Urano Shareholder will receive 0.2 Aero Shares for each Urano Share held under a court-approved plan of arrangement. Aero will issue a total of approximately 40,313,034 Aero Shares (assuming no exercise of existing warrants or options) to the former Urano Shareholders, valuing Urano's equity at approximately $19M. Following the completion of the Urano Transaction, the current Urano Shareholders will hold approximately 49.2% of the issued and Combined Company Shares (assuming that the Pegasus Transaction is also completed). The Urano Transaction will be effected by way of a plan of arrangement under the BCBCA, requiring the approval of: (i) at least 66 2/3% of the votes cast by Urano Shareholders; and (ii) if, and to the extent required, a majority of the votes cast by Urano Shareholders, excluding votes attached to Urano Shares held by any person as required under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions ("MI 61-101"), at a special meeting of Urano Shareholders expected to be convened in late April 2026 (the "Urano Meeting"). An

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