Rush completes arrangement with Myriad Uranium
Key facts
- All-stock takeover
- 0.5405 MU/sh
- Aug 21 close
Vancouver, British Columbia--(Newsfile Corp. - August 21, 2026) - Rush Rare Metals Corp. (" Rush " or, the " Company ") is pleased to announce completion of the previously announced acquisition of 100% of the issued and outstanding common shares of Rush (the " Rush Shares ") by Myriad Uranium Corp. (" Myriad ") pursuant to a statutory plan of arrangement (the " Arrangement "). The Arrangement was previously announced by Rush in news releases dated February 13, 2026 and July 13, 2026.
" We are proud to have completed this transaction with Myriad," commented Rush CEO Peter Smith. "The combination brings together complementary expertise and establishes a clear path forward for Copper Mountain. We believe Rush shareholders will benefit from continued exposure to the project through their shareholdings in Myriad, as well as from the separate value of Rush Spinco and its Boxi Property."
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 the wholly-owned 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 $100,000 to support the capitalization of Rush Spinco.
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.