Vancouver, British Columbia--(Newsfile Corp. - February 8, 2024) - Aero Energy Limited (TSXV: AERO) (OTC Pink: AAUGF) (FSE: 13L0) ("Aero" or the "Company") is pleased to announce that it has completed the acquisition (the "Transaction") of 1443904 B.C. Ltd. ("NumberCo") pursuant to the terms of a share purchase agreement dated December 21, 2023. NumberCo holds options to acquire up to 70% of the Murmac Property and Strike Property, and 100% of the Sun Dog Property (collectively, the "Optioned Properties").
Name Change
Concurrently with completion of the Transaction, the Company has changed its name from "Angold Resources Ltd." to "Aero Energy Limited". The common shares of the Company are expected to commence trading on the TSX Venture Exchange under the new name and the new ticker symbol "AERO" on or about February 13, 2024.
Property Descriptions
The Optioned Properties, covering a total area of 39,381 hectares, are located along the northwestern margin of the Athabasca Basin and encompass the vast majority of target horizons (electromagnetic or "EM" conductors) in the Uranium City area for high-grade uranium mineralization associated with the Athabasca Basin unconformity ("Unconformity-style" mineralization). Historical exploration efforts were focused on "Beaverlodge-style" mineralization, and the Optioned Properties are largely unexplored by modern techniques. Within the Optioned Properties there are numerous historical high-grade uranium (>1% U3O8) surface showings, in addition to historical uranium production. Approximately $7.6M has been invested in the Optioned Properties since 2020 by Fortune Bay Corp. ("Fortune Bay") and Standard Uranium Ltd. ("Standard", and together with Fortune Bay, the "Underlying Owners"). The Optioned Properties contain multiple, permitted, drill ready targets where reconnaissance drilling completed by the Underlying Owners intersected narrow zones of uranium mineralization and wide zones of hydrothermal alteration. Shallow, elevated uranium in drill core on the Optioned Properties is associated with favourable brittle-deformed graphitic rocks and pathfinder elements typical of high-grade Athabasca Basin deposits. These results confirm that Athabasca Basin Unconformity-style mineralizing systems have been active on the Optioned Properties.
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Sun Dog Property
The Sun Dog Property ("Sun Dog") optioned from Standard covers an area of 19,604 ha in nine mining claims and is host to the historic Gunnar uranium mine which produced approximately 18M lbs of U3O8 between 1953 and 19811. Sun Dog also hosts historical uranium mineralization at surface ranging between 0.1% and 3.58% U3O8. Standard has invested approximately $4M in exploration at Sun Dog where 13 holes drilled in 2022 and 2023 resulted in the identification of anomalous radioactivity and broad zones of strong hydrothermal alteration requiring follow-up.
Strike Property
The Strike Property ("Strike") optioned from Fortune Bay covers an area of 9,746 ha in four mining claims. Strike is host to multiple historical surface uranium showings exceeding 1% U3O8 at surface and grading as high as 27% U3O82. In addition, historical small-scale mining was conducted at the Tena zone where approximately 1,000 tons was mined in the 1950's with reported grades of 0.6% to 3.5% U3O83. Fortune Bay has invested approximately $1.5M in exploration at Strike and in 2021 completed a ground gravity survey to augment historical VTEM and geochemical surveys previously completed by Cameco. In 2022, nine drill holes were completed by Fortune Bay, three of which intersected anomalous uranium mineralization up to a maximum of 0.43% U3O8. Follow-up and exploratory drilling is strongly warranted at twelve target areas.
Murmac Property
The Murmac Property ("Murmac") owned by Fortune Bay covers an area of 10,131 ha in sixteen mining claims. Murmac is host to multiple historical surface uranium showings exceeding 1% U3O8 and grading as high as 10.3% U3O84. Fortune Bay has invested approximately $2.1M in exploration at Murmac. In 2022, Fortune Bay completed ground gravity and VTEM surveys and then completed a maiden drill program totalling 15 holes. Anomalous uranium was intersected in six of the holes, up to a maximum individual assay of 0.18% U3O8. Follow-up and exploratory drilling is strongly warranted at thirty-three target areas.
Option Terms
Sun Dog Property (the "Sun Dog Option")
The Sun Dog Option is for the right to acquire a 100% interest in Sun Dog from Standard for $650,000 in cash and $650,000 in share payments payable in annual installments over a 2-year period, and a $6,500,000 work commitment over a 3-year period. Following exercise of the Sun Dog Option, Standard will retain a 2% net smelter returns royalty, which may be reduced to 1% for a $1,000,000 cash payment.
The following is a summary of the Sun Dog Option, which will transfer to the Company through the Company's purchase of NumberCo.
| Cash (C$) | Consideration Shares (C$) | Exploration Expenditures (C$) | Interest Earned | |
| Execution Date | $200,000 (paid) | $200,000 | Nil | |
| 12-Month Anniversary | $200,000 | $200,000 | $1,500,000 | |
| 24-Month Anniversary | $250,000 | $250,000 | $2,000,000 | |
| 36-Month Anniversary | Nil | Nil | $3,000,000 | |
| Total | $650,000 | $650,000 | $6,500,000 | 100% |
Strike and Murmac Properties (the "Strike and Murmac Option")
The Strike and Murmac Option is for the right to acquire up to 70% in the Strike and Murmac properties from Fortune Bay in three stages for $1,350,000 in cash and $2,150,000 in share payments payable in annual installments over a 3.5-year period. Additionally, the option includes a $6,000,000 work commitment over a 3-year period. The Murmac property is subject to an existing 2% net smelter returns royalty.
The following is a summary of the Strike and Murmac Option, which will transfer to the Company through the Company's purchase of NumberCo.
| Cash (C$) | Consideration Shares (C$) | Exploration Expenditures (C$) | Interest Earned | |
| Execution Date | $200,000 (paid) | $200,000 | Nil | |
| 12-Month Anniversary | $200,000 | $200,000 | $1,000,000 | |
| 24-Month Anniversary | $250,000 | $250,000 | $2,000,000 | |
| Total (First Option) | $650,000 | $650,000 | $3,000,000 | 51% |
| 36-Month Anniversary | $300,000 | $300,000 | $3,000,000 | |
| Total (Second Option) | $300,000 | $300,000 | $3,000,000 | 60% |
| 42-Month Anniversary | $400,000 | $1,200,000 | Nil | |
| Total (Third Option) | $400,000 | $1,200,000 | Nil | 70% |
| Grand Total | $1,350,000 | $2,150,000 | $6,000,000 | |
After earning-in 51%, 60%, or 70% interest (whichever the case may be), the Company and Fortune Bay will form a joint venture with standard pro-rata funding requirements.
Transaction Terms
Pursuant to the terms of the Transaction, the Company has acquired all of the outstanding share capital of NumberCo in consideration for the issuance of 23,500,000 common shares of the Company (the "Payment Shares") to the existing shareholders of NumberCo (collectively, the "Vendors"). The Company has also assumed the obligations of NumberCo related the Optioned Properties, including the requirements to complete payments and share issuances to Fortune Bay Corp. and Standard Uranium Ltd., and incur exploration expenditures, in order to maintain an interest in the Optioned Properties.
Upon completion of the Transaction, the Company issued 1,333,333 common shares to each of Fortune Bay Corp. and Standard Uranium Ltd., at a deemed price of $0.15, to satisfy certain obligations owing pursuant to the option agreements under which NumberCo controls the Optioned Properties. For further information regarding the payments, share issuances and expenditures required to acquire an interest in the Optioned Properties, readers are encouraged to review the news release issued by the Company on December 22, 2023.
The Company is at arms-length from NumberCo, the Vendors and the Underlying Owners, and no finders' fees were payable in connection with completion of the Transaction.
Qualified Person
The technical content of this news release has been reviewed and approved by Galen McNamara, P. Geo., the interim CEO of the Company and a qualified person as defined by National Instrument 43-101.
About Aero Energy Limited
Aero Energy Ltd is an exploration and development company targeting large-scale mineral systems worldwide. The Company's assets include projects in Chile and uranium projects Canada. The Dorado Project in Chile features a major porphyry-gold system where drill results include 302 m at 0.71 g/t Au. The Cordillera Project in Chile is strategically located between two multi-million-ounce gold deposits and features multiple gold exploration targets. The uranium projects in Canada are prospective for high-grade uranium mineralization.
On Behalf of the Board of Directors
"Galen McNamara"
Galen McNamara, Interim Chief Executive Officer
Further information on the Company can be found on the Company's website at aeroenergy.ca and at , or by contacting the Company by email at info@aeroenergy.ca.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements: This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance and include expectations regarding the intended completion of the acquisition of 1443904 B.C. Ltd. All statements other than statements of historical fact may be forward-looking statements or information. Forward-looking statements and information are often, but not always, identified by the use of words such as "appear", "seek", "anticipate", "plan", "continue", "estimate", "approximate", "expect", "may", "will", "project", "predict", "potential", "targeting", "intend", "could", "might", "should", "believe", "would" and similar expressions. Forward-looking statements and information are provided for the purpose of providing information about the current expectations and plans of management of the Company relating to the future. Readers are cautioned that reliance on such statements and information may not be appropriate for other purposes, such as making investment decisions. Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. Accordingly, readers should not place undue reliance on the forward-looking statements, timelines and information contained in this news release. Forward-looking information are based on management of the parties' reasonable assumptions, estimates, expectations, analyses and opinions, which are based on such management's experience and perception of trends, current conditions and expected developments, and other factors that management believes are relevant and reasonable in the circumstances, but which may prove to be incorrect.
The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.
