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Aero Energy, Urano Energy and Pegasus Resources Announce Upsize of Financing to $11.5 Million

04.03.2026  |  Newsfile

Vancouver, March 4, 2026 - Aero Energy Ltd. (TSXV: AERO) (OTC Pink: AAUGF) (FSE: J5B) ("Aero"), Urano Energy Corp. (CSE: UE) (OTCQB: UECXF) ("Urano") and Pegasus Resources Inc. (TSXV: PEGA) ("Pegasus") are pleased to announce that, due to strong investor demand, they have increased the size of the previously announced subscription receipt financing to up to 26,250,000 subscription receipts ("Aero Subscription Receipts") at a price of $0.40 per Aero Subscription Receipt, for aggregate gross proceeds of up to $10,500,000 (the "Aero Subscription Receipt Financing"). The terms and size of the previously announced charity flow-through unit financing for gross proceeds of up to $1,000,000 (the "Aero Unit Financing" and, together with the Aero Subscription Receipt Financing, the "Financing") remain unchanged.

The Aero Subscription Receipt Financing is being conducted in connection with Aero entering into a definitive arrangement agreement with Urano (the "Urano Transaction") and Pegasus (the "Pegasus Transaction", and together with the Urano Transaction, the "Transactions") to combine the three companies by way of court-approved plan of arrangements. The combined company (the "Combined Company") is expected to continue under the name "Manhattan Uranium Discovery Corp." and trade under the symbol "MANU".

Upon the satisfaction of the Escrow Release Conditions (as defined herein) and without payment of any additional consideration and without further action on the part of the holder thereof, each Aero Subscription Receipt will convert into one unit of Aero (a "Aero Unit"), with each Aero Unit comprised of one common share of Aero (an "Aero Share") and one Aero Share purchase warrant (an "Aero Warrant"). Each Aero Warrant is exercisable to acquire one Aero Share at a price of $0.60 for a period of two years following the closing date.

The Combined Company plans to use the net proceeds of the Aero Subscription Receipt Financing as follows: (i) the advancement of the Company's uranium project portfolio in North American, (ii) the repayment of the Urano Bridge Loan, (iii) the costs of completing the Transactions, and (iv) working capital and general corporate purposes.

The Aero Subscription Receipt Financing is anticipated to close on or about March 23, 2026. The closing of the Aero Subscription Receipt Financing is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange (the "TSXV").

Eventus Capital Corp. and PowerOne Capital Markets Limited have been appointed as Finders in connection with the Financing.

The gross proceeds of the Aero Subscription Receipt Financing (the "Escrowed Funds") will be deposited and held by an escrow agent (the "Escrow Agent") pursuant to the terms of a subscription receipt agreement to be entered into on the closing date among Aero and the Escrow Agent. The Escrowed Funds will be released from escrow to the Combined Company, as applicable, upon satisfaction of certain escrow release conditions (collectively, the "Escrow Release Conditions") no later than the 90th day following the closing date (the "Escrow Release Deadline").

If (i) the satisfaction of the Escrow Release Conditions does not occur on or prior to the Escrow Release Deadline, or (ii) Urano has advised Aero and/or the public that it does not intend to proceed with the Urano Transaction, then all of the issued and outstanding Aero Subscription Receipts shall be cancelled and the Escrowed Funds shall be used to pay holders of Aero Subscription Receipts an amount equal to the issue price of the Aero Subscription Receipts held by them (plus an amount equal to a pro rata share of any interest or other income earned thereon). If the Escrowed Funds are not sufficient to satisfy the aggregate purchase price paid for the then issued and outstanding Subscription Receipts (plus an amount equal to a pro rata share of the interest earned thereon), it shall be Aero's sole responsibility and liability to contribute such amounts as are necessary to satisfy any such shortfall.

About Aero Energy

Aero Energy Limited, following its successful merger with Kraken Energy Corp. ("Kraken"), has established a robust portfolio of uranium assets in North America. The company controls a district-scale land package in Saskatchewan's Athabasca Basin, including its Strike and Murmac projects, which collectively host dozens of shallow drill-ready targets on the north rim of the Athabasca Basin. These projects are guided by an award-winning technical team with a proven track record, responsible for major discoveries such as Gryphon, Arrow, and Triple-R. Additionally, Aero's portfolio includes Kraken's 100%-owned Apex Uranium Property, Nevada's largest past-producing uranium mine, and the Huber Hills Property, spanning 1,044 ha in Nevada and encompassing the historic Race Track open pit mine. This strategic merger combines Aero's extensive Canadian exploration assets with Kraken's high-grade U.S. properties, positioning Aero to unlock significant high-grade, unconformity-style uranium mineralization and capitalize on the growing global demand for uranium.

For more information about Aero, please visit: www.aeroenergy.ca.

About Urano

Urano is a mineral exploration company which holds numerous advanced conventional uranium projects hosting historic resources and mining lode claims in the Colorado Plateau, a region with a rich history of uranium and vanadium mining. As the need and support for domestic uranium and nuclear energy in the United States advances, Urano is well positioned to complete the necessary work to advance permitting for key projects.

For more information about Urano, please visit: www.uranoenergy.com.

About Pegasus

Pegasus Resources Inc. is a Canadian uranium exploration company focused on advancing high-potential projects in the United States. The Company's flagship asset, the Jupiter Uranium Project in Utah, is a drill-ready property positioned for resource expansion. With a commitment to strengthening domestic uranium supply, Pegasus is strategically developing its portfolio to capitalize on the growing demand for nuclear energy.

For more information about Pegasus, please visit: www.pegasusresourcesinc.com.

On Behalf of the Boards of Directors

"Galen McNamara"
Chief Executive Officer,
Aero Energy Limited
604-288-8046

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Cautionary Statement Regarding Forward-Looking Information

Certain information contained herein may constitute forward-looking statements and information (collectively, "forward-looking statements") within the meaning of applicable securities legislation, that involve known and unknown risks, assumptions, uncertainties and other factors. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements may be identified by words like "anticipates", "estimates", "expects", "indicates", "forecast", "intends", "may", "believes", "could", "should", "would", "plans", "proposed", "potential", "will", "target", "approximate", "continue", "might", "possible", "predicts", "projects" and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this press release include but are not limited to: Timing or completion of the Aero Subscription Receipt Financing or the release of any Escrowed Funds and all statements about strategy, plans, objectives, and priorities.

Management has included the above summary of assumptions and risks related to forward-looking information provided in this press release in order to provide Aero Shareholders with a more complete perspective on Aero's current and future operations and such information may not be appropriate for other purposes. Actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what benefits may be derived therefrom.

The forward-looking statements contained in this press release speak only as of the date of this press release. Accordingly, forward-looking statements should not be relied upon as representing Aero's views as of any subsequent date, and except as expressly required by applicable securities laws, Aero does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286282


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