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Urano Energy Corp. — Proxy Solicitation & Information Statement 2026
Apr 2, 2026
44915_rns_2026-04-01_f75f5e31-f83b-4ccc-bcc3-522c02d9c509.pdf
Proxy Solicitation & Information Statement
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urano ENERGY
URANO ENERGY CORP.
Suite 1221, 1771 Robson Street
Vancouver, BC V6G 1C9
Telephone No.: 833-888-2862
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, pursuant to an order dated March 26, 2026 (the "Interim Order") of the Supreme Court of British Columbia (the "Court"), a special meeting (the "Meeting") of the shareholders (the "Shareholders") of Urano Energy Corp. (the "Company") will be held at Suite 1200, 750 West Pender Street, Vancouver, British Columbia V6C 2T8, on Wednesday, April 29, 2026 at 10:00 a.m. (Vancouver Time), for the following purposes:
- to consider and, if deemed advisable, to pass a special resolution (the "Arrangement Resolution") approving a statutory arrangement (the "Arrangement") under Section 288 of the Business Corporations Act (British Columbia) (the "BCBCA") which involves, among other things, the acquisition of all outstanding shares in the authorized share structure of Urano (the "Urano Shares") by Aero Energy Limited ("Aero"), the issuance to Shareholders of two-tenths (0.2) of a common share of Aero (each whole common share, an "Aero Share") for every one (1) Urano Share held, as more fully set forth in the accompanying management information circular of Urano (the "Information Circular"); and
- to transact such further or other business as may properly come before the Meeting or any adjournment or adjournments thereof.
To be effective, the Arrangement Resolution must be passed by at least two-thirds (66⅔%) of the votes cast by all Shareholders present in person or represented by proxy at the Meeting, which holders are entitled to one vote for each Urano Share held.
The record date for the Meeting has been fixed at March 20, 2026 (the "Record Date"). Only Shareholders of record at the close of business (Vancouver time) on the Record Date are entitled to receive notice of the Meeting and to vote their Urano Shares.
The Arrangement is also subject to the approval of the Court. The hearing in respect of the Final Order is scheduled on May 4, 2026 at 9:45 a.m. (Vancouver time) or as soon thereafter as counsel may be heard at 800 Smithe Street, Vancouver, British Columbia, Canada.
Copies of the Arrangement Resolution, the Plan of Arrangement, the Interim Order and Notice of Hearing of Petition are attached to the Information Circular as Schedules "A", "B", "C" and "D", respectively, and the Information Circular, including all schedules thereto other than the audited financial statements, is specifically incorporated by reference into and forms part of this Notice. Also accompanying this Notice are (i) a form of Proxy; (ii) an envelope for returning proxies to Computershare Investor Services Inc. ("Computershare"); (iii) a Letter of Transmittal for the Shareholders; and (iv) an envelope for Shareholders to use to return the Letter of Transmittal and certificates representing the Urano Shares to Computershare. Only Shareholders of record at the close of business (Vancouver time) on the Record Date will be entitled to receive notice of the Meeting and to vote their Urano Shares.
PLEASE ENSURE THAT YOU COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED FORM OF PROXY AND THE LETTER OF TRANSMITTAL IN THE ENVELOPES PROVIDED FOR THOSE PURPOSES.
Pursuant to the Interim Order of the Court and the BCBCA, registered Shareholders have the right to dissent in respect of the Arrangement Resolution and be paid the fair value for their Urano Shares. The dissent rights are described in the accompanying Information Circular. Failure to strictly comply with the
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requirements set forth in the Plan of Arrangement attached as Schedule "B" to the Information Circular and Sections 237 to 247 of the BCBCA may result in the loss or unavailability of any right of dissent.
Persons who are beneficial owners of Urano Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent should be aware that only registered holders of Urano Shares are entitled to dissent. Accordingly, a beneficial owner of Urano Shares desiring to exercise dissent rights must make arrangements for beneficially owned Urano Shares to be registered in his, her or its name prior to the time written notice of dissent is required to be received by Urano, or, make arrangements for the registered holder to dissent on his, her or its behalf in accordance with the dissent provisions of the BCBCA, as may be modified by the Interim Order, the Final Order and the Arrangement.
Registered Shareholders
Every registered holder of Urano Shares at the close of business on March 20, 2026 is entitled to receive notice of, and to vote such Urano Shares in advance of the Meeting.
Registered shareholders who are unable to attend the Meeting in person and who wish to ensure that their Urano Shares will be voted at the Meeting are requested to complete, sign and deliver the enclosed form of Proxy to the Proxy Dept., Computershare Investor Services Inc., 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1. In order to be valid and acted upon at the Meeting, forms of Proxy must be returned to the aforesaid address not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time set for the holding of the Meeting or any adjournment(s) thereof. Further instructions with respect to the voting by proxy are provided in the form of Proxy and in the Information Circular accompanying this Notice.
Non-Registered Shareholders
Shareholders may beneficially own Urano Shares that are registered in the name of a broker, another intermediary or an agent of that broker or intermediary ("Non-Registered Shareholders"). Without specific instructions, intermediaries are prohibited from voting shares for their clients. If you are a Non-Registered Shareholder, it is vital that the voting instruction form provided to you by Computershare, your broker, intermediary or its agent is returned according to the instructions provided in or with such form, sufficiently in advance of the deadline specified, to ensure that they are able to provide voting instructions on your behalf.
DATED at Vancouver, British Columbia, this March 27, 2026.
BY ORDER OF THE BOARD OF DIRECTORS OF URANO ENERGY CORP.
(Signed) "Jason Bagg"
Jason Bagg
Chief Executive Officer & Director