Rush Rare Metals Corp. — M&A Activity 2026

Jan 13, 2026

PRIVATE AND CONFIDENTIAL

This Letter of Intent (“Letter of Intent” or “LOI”) is dated as of January 7, 2026 (the “LOI Date”) by and between:

MYRIAD URANIUM CORP. (“Myriad”), a company incorporated and registered in British Columbia, Canada, having its registered office is at #600 – 1090 West Georgia Street, Vancouver, British Columbia, Canada V6E 3V7

and

RUSH RARE METALS CORP. (“Rush”), a company incorporated and registered in British Columbia, Canada, having its registered office is at #600 – 1090 West Georgia Street, Vancouver, British Columbia, Canada V6E 3V7

Re: Proposed Merger Transaction

This binding Letter of Intent describes the basis upon which Myriad and Rush are prepared to pursue a merger transaction, as further described in ARTICLE 1 (the “Transaction”).

ARTICLE 1

TRANSACTION

Section 1.1 Definitive Agreement.

This ARTICLE 1 is binding. The precise terms of any agreements between the parties relating to the Transaction will be contained in a definitive written agreement between the parties (the “Definitive Agreement”). The parties hereto acknowledge and agree that if a particular legal structure is determined to be beneficial or advisable for the purpose of addressing any liability, corporate or tax concerns of the parties, the parties shall, at such time, consider in good faith available alternatives that would best address such issues.

Section 1.2 Principal Terms of Transaction.

The principal terms of the Transaction, which will be conducted pursuant to a statutory plan of arrangement, are as follows:

(a) Myriad will acquire all of the issued and outstanding common shares of Rush from the Rush shareholders by issuing one (1) Myriad common share for every 1.85 Rush shares issued and outstanding – one (1) Rush common to 0.5405 Myriad share (the “Exchange Ratio”).

(b) All of Rush’s convertible securities will cease to represent a right to acquire Rush common shares and will instead be exercisable to acquire Myriad common shares using the Exchange Ratio.

(c) Rush will create a subsidiary (“Rush Spinco”) to which it will transfer all of its right, title and interest in and to the Boxi Property in Quebec. Rush shareholders will receive common shares of Rush Spinco.

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(d) Any securities issued under the Transaction shall be issued in accordance with applicable securities laws and the policies of any applicable stock exchange, including without limitation any hold periods or escrow conditions imposed by applicable securities laws and by the policies of any applicable stock exchange.

ARTICLE 2

SURVIVING BINDING PROVISIONS

Section 2.1 Survival of Provisions.

In recognition of the costs to be borne by each of the parties in pursuing the Proposed Transaction and in further consideration of their respective undertakings as to the matters described in this Letter of Intent, the provisions set out in this ARTICLE 2 will be legally binding and enforceable upon execution of this Letter of Intent by the parties and will survive in the event that this Letter of Intent is terminated (the “Surviving Binding Provisions”).

Section 2.2 Confidentiality and Publicity.

Each party agrees that all data, information, reports concerning the other exchanged in connection with the Transaction, the fact that the Transaction is being considered and the details of the Transaction (the “Confidential Information”) will be deemed confidential and will not be publicly disclosed or used by any party other than for the activities contemplated hereunder, except as required by law or by the rules and regulations of any regulatory authority having jurisdiction, without the written consent of the other party, such consent not to be unreasonably withheld.

Consent to disclosure of Confidential Information will not be required where a party wishes to disclose the Confidential Information to its affiliates, auditors, lawyers, or advisors, provided that such persons are informed of such Confidential Information’s confidential nature and agree to be bound by the obligations not to disclose same contained herein and be informed of the consequential securities law trading restrictions.

Any Confidential Information that becomes of public domain through an act or omission that is not in violation of the terms hereof, will no longer be deemed Confidential Information.

No disclosure or announcement, public or otherwise, in respect of this Letter of Intent or the transactions contemplated herein or therein will be made by any party without the prior agreement of the other party as to timing, content and method, hereto, provided that the obligations herein will not prevent any party from making, after consultation with the other party, such disclosure as its counsel advises is required by applicable law or any applicable stock exchange or securities regulatory authority having jurisdiction over it.

Section 2.3 Responsibility for Fees, Debts and Costs.

The parties shall each be responsible for their own costs, including legal, accounting and other professional fees incurred in connection with this Letter of Intent, the negotiation, preparation and execution of the Definitive Agreement, or any agreements otherwise relating to the Transaction.

Section 2.4 General.

(a) This Letter of Intent may only be amended, supplemented or otherwise modified by written agreement signed by all of the parties.

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(b) Unless otherwise specified, all dollar amounts indicated herein shall be in Canadian currency.

(c) This Letter of Intent may be executed in any number of counterparts, and all such counterparts taken together will be deemed to constitute one and the same instrument.

(d) Each provision of this Letter of Intent is intended to be severable, and if any provision is illegal, invalid or unenforceable in any jurisdiction, this will not affect the legality, validity or enforceability of such provision in any other jurisdiction or the validity of the remainder of this Letter of Intent.

(e) This Letter of Intent will be interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party irrevocably attorns and submits to the exclusive jurisdiction of the British Columbia courts situated in the City of Vancouver and waives objection to the venue of any proceeding in such court or that such court provides an inconvenient forum.

ARTICLE 3

NON-SURVIVING BINDING PROVISIONS

Section 3.1 Non-Surviving Binding Provisions.

In recognition of the costs to be borne by each of the parties in pursuing the Proposed Transaction and in further consideration of their respective undertakings as to the matters described in this Letter of Intent, the provisions set out in this ARTICLE 3 will be legally binding and enforceable upon execution of this Letter of Intent and will terminate upon termination of this Letter of Intent (the “Non-Surviving Binding Provisions”).

Section 3.2 Access to Information.

On execution of this Letter of Intent by the parties, each party will allow the other party and its authorized representatives, including legal counsel and consultants, access to all information, books or records and its personnel as may be reasonably requested.

Section 3.3 Material Changes.

During the period commencing on the date of this Letter of Intent and continuing until the earlier of (i) the execution date of the Definitive Agreement, and (ii) the Termination Date (as defined below), each party will promptly notify the other party in writing of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in respect of itself or its business.

Section 3.4 Termination.

This Letter of Intent will terminate automatically upon the execution of the Definitive Agreement or on the date (the “Termination Date”) on which the earliest of the following events occurs:

(a) written agreement of the parties to terminate the Letter of Intent;

(b) delivery of written notice from Myriad to Rush of a material breach by Rush of any of the provisions of this LOI, which breach has not been cured within 10 days of such notice;

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(c) delivery of written notice from Rush to Myriad of a material breach by Myriad of any of the provisions of this LOI, which breach has not been cured within 10 days of such notice; or
(d) the date which is 45 days from the LOI Date,

provided that the termination of this Letter of Intent will not affect the liability of a party for breach of any of its provisions prior to termination, nor thereafter.

Section 3.5 Good Faith Negotiations.

The parties agree to proceed diligently and in good faith to negotiate and settle the terms of the Definitive Agreement that will provide the basis upon which the parties will effect the Transaction.

The parties shall use commercially reasonable best efforts to enter into the agreed upon Definitive Agreement to complete the Transaction within thirty (30) days of the execution of this LOI.

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The parties have executed this Letter of Intent effective as of the LOI Date.

MYRIAD URANIUM CORP.

By: “Thomas Lamb”
Authorized Signatory

RUSH RARE METALS CORP.

By: “Peter Smith”
Authorized Signatory

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