Aero Energy Limited is using concurrent share-for-share acquisitions of Urano Energy and Pegasus Resources plus up to $6.0 million in fresh capital to assemble a renamed North American uranium platform, expected to operate as Manhattan Uranium Discovery Corp. under the symbol MANU, with closing targeted for late May 2026.
Under the definitive agreements, Aero will acquire all outstanding shares of Urano and Pegasus through separate court-approved plans of arrangement, with the transactions explicitly not conditional on each other.
Immediately before signing, Urano and Pegasus terminated their previously announced December 2025 binding letter agreement for a separate proposed combination.
According to the deal, Urano shareholders will receive 0.2 Aero shares per Urano share, while Pegasus shareholders will receive 0.133 Aero shares per Pegasus share. Based on 21-day VWAP calculations cited in the transaction terms, the structure implies a value of $0.094 per Urano share and $0.063 per Pegasus share. Aero expects to issue about 40,313,034 shares to Urano holders, implying Urano equity value of about $19.0 million, and about 5,316,631 shares to Pegasus holders, implying Pegasus equity value of about $2.5 million.
Assuming both deals close, former Urano shareholders are expected to own about 49.3% of the combined company, Pegasus shareholders about 6.5%, and existing Aero shareholders about 44.2%.
In parallel, Aero plans up to $5.0 million through 12,500,000 subscription receipts priced at $0.40 each and about $1.0 million through 1,694,915 charity flow-through units priced at $0.59 each. Together, the two financings total up to $6.0 million in gross proceeds, earmarked for qualifying Saskatchewan exploration expenditures to be incurred.
The companies describe the combined platform as spanning 15 past-producing uranium mines across 25 underexplored US properties totaling 25,099 acres, plus Athabasca Basin exploration upside.
All three boards have unanimously approved the transactions. Directors and senior officers of Urano and Pegasus have signed voting support agreements covering about 11% and 4% of their respective outstanding shares.
Urano and Pegasus shareholder approvals each require at least 66 2/3% of votes cast at special meetings expected in late April 2026. Urano’s agreement includes a $450,000 break fee while Pegasus’ includes a $75,000 break fee.
Aero also disclosed a Nevada civil action tied to historical Lander County mineral-claim transactions involving the Apex area. The company says the claims are without merit and cannot yet determine any financial impact.
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