TSX VENTURE COMPANIES
BULLETIN V2026-1632
MANHATTAN URANIUM DISCOVERY CORP. ("MANU")
PEGASUS RESOURCES INC. ("PEGA")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Plan of Arrangement-, Private Placement-Non-Brokered, Delist
BULLETIN DATE: May 8, 2026
TSX Venture Tier 2 Company
Property-Asset or Share Purchase Agreement
TSX Venture Exchange has accepted for filing documentation with respect to the arm's length acquisition by Manhattan Uranium Discovery Corp. ("Manhattan") (formerly Aero Energy Limited) of Urano Energy Corp. ("Urano"). Pursuant to special resolutions passed by the shareholders of Urano on April 29, 2026, Urano and Manhattan have completed a plan of arrangement (the "Urano Arrangement") under Section 288 of the Business Corporations Act (British Columbia). The Urano Arrangement has been completed on May 7, 2026, and has resulted in Manhattan acquiring all of the issued and outstanding common shares of Urano for consideration consisting of 0.2 common shares of Manhattan for every one common share of Urano acquired.
Outstanding warrants of Urano will become exercisable for shares of Manhattan. Outstanding options of Urano will be exchanged for replacement options of Manhattan. The number of shares and the exercise prices for the warrants and options will be adjusted to reflect the 0.2 exchange ratio.
Plan of Arrangement
Pursuant to special resolutions passed by the shareholders of Pegasus Resources Inc. ("Pegasus") on April 29, 2026, Pegasus and Manhattan have completed a plan of arrangement (the "Pegasus Arrangement") under Section 288 of the Business Corporations Act (British Columbia). The Pegasus Arrangement has been completed on May 7, 2026, and has resulted in Manhattan acquiring all of the issued and outstanding common shares of Pegasus for consideration consisting of 0.133 common shares of Manhattan for every one common share of Pegasus acquired.
Outstanding warrants of Pegasus will become exercisable for shares of Manhattan. Outstanding options of Pegasus will be exchanged for replacement options of Manhattan. The number of shares and the exercise prices for the warrants and options will be adjusted to reflect the 0.133 exchange ratio.
Advisory Fee
In connection with the Urano Arrangement and the Pegasus Arrangement (the "Arrangements"), Manhattan paid advisory fees to an arm's length financial advisor, payable partly in cash and partly in units of Manhattan at a price of $0.40 per unit. The advisory fee payments resulted in Manhattan issuing an aggregate of 250,000 advisory units on completion of the Arrangements. Each advisory unit is comprised of one share of Manhattan and one Manhattan share purchase warrant, with each warrant exercisable to acquire one Manhattan share at an exercise price of $0.60 for a period of 24 months.
Private Placement-Non-Brokered
Financing Type: Non-Brokered Private Placement
Gross Proceeds: $10,499,999.60
Offering: 26,249,999 Listed Shares with 26,249,999 warrants attached
Offering Price: $0.40 per Listed Share
Warrant Exercise Terms: $0.60 per Listed Share for a 2-year period.
Commissions in Securities:
Shares Warrants
Finders (Aggregate) 0 1,038,745
Commission Terms: Each non-transferable warrant is exercisable at $0.40 for a 2-year period.
Disclosure: Refer to the company's news releases dated March 2, 2026, March 4, 2026 and May 7, 2026.
Post-Private Placement and
Post-Arrangements Capitalization of Manhattan:
Capitalization: unlimited common shares with no par value of which
110,080,518 common shares are issued and outstanding
Transfer Agent: Computershare Investor Services Inc.
Trading Symbol: MANU (unchanged)
CUSIP Number: 562913103 (unchanged)
For additional information, please refer to the information circular of Pegasus dated March 27, 2026, news releases of Pegasus dated March 2, 2026, March 31, 2026, May 4, 2026 and May 7, and news releases of Manhattan dated March 2, 2026, March 4 2026, March 31, 2026, May 4, 2026 and May 7, 2026, available on Pegasus's and Manhattan's respective profiles on SEDAR+.
Delist
As a result of the completion of the Pegasus Arrangement, effective at the close of business on Monday May 11, 2026, the common shares of Pegasus will be delisted from TSX Venture Exchange.
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