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PTX Metals' (TSXV: PTX) equity holding of Green Canada Corporation ("GCC") and MAACKK Capital Corp. ("MAACKK") are pleased to announce that they have entered into a business combination agreement with respect to a proposed reverse takeover of MAACKK by the securityholders of GCC (the "Proposed RTO").
GCC has also entered into a definitive mineral rights purchase and sale agreement (the "Marshall Acquisition Agreement") dated February 25, 2026 with Basin Energy Limited (ASX: BSN) ("Basin Energy") in connection with the proposed acquisition by GCC of Basin Energy Marshall Corp.'s 100% interest in the mineral claims known as the "Marshall Project" located in the Athabasca Basin of Saskatchewan, Canada, as previously announced in GCC's press release dated November 24, 2025 (the "Acquisition").
Concurrently with the execution of the Marshall Acquisition Agreement, GCC has entered into a definitive operator agreement with Basin Energy and CanAlaska Uranium Ltd. (TSXV: CVV) ("CanAlaska"), pursuant to which, upon closing of the Acquisition, CanAlaska will be appointed as the operator to carry out the initial work program for the Marshall Project. In addition, GCC has entered into a definitive exclusivity agreement with Basin Energy and CanAlaska, pursuant to which, upon closing of the Acquisition, CanAlaska and Basin Energy will grant GCC a 9-month exclusivity right to conduct due diligence and, if satisfactory, negotiate the terms of an earn-in option to acquire up to a 51% interest in the North Millennium joint venture project of CanAlaska and Basin Energy.
The closing of the Acquisition is subject to, among other things, the closing of the Proposed RTO.
GCC Shareholders' Meeting
In connection with the Proposed RTO, GCC held a special meeting of shareholders (the "GCC Meeting") on February 26, 2026. At the GCC Meeting, the shareholders of GCC: (a) approved the amalgamation agreement and the proposed amalgamation of GCC and a wholly owned subsidiary of MAACKK as part of the Proposed RTO; and (b) ratified and confirmed all acts and proceedings of the directors of GCC since its incorporation on August 10, 2023 through the date of the GCC Meeting.
MAACKK Shareholders' Meeting
In connection with the Proposed RTO, MAACKK held an annual general and special meeting of its shareholders (the "MAACKK Meeting") on February 26, 2026. At the MAACKK Meeting, the shareholders of MAACKK, among other things: (a) approved the continuance of MAACKK from the Province of Alberta into the Province of Ontario; (b) approved the consolidation of all of the issued and outstanding common shares of MAACKK on a 6.25 to 1 basis; (c) approved the name change from "MAACKK Capital Corp." to "Green Canada Uranium Corp."; (d) elected Richard Mazur, Greg Ferron, Olivier Crottaz, Jean-David Moore and Peter Cheung as the directors of the resulting issuer of the Proposed RTO (the "Resulting Issuer"); (e) approved new by-laws for the Resulting Issuer; (f) approved a new omnibus plan for the Resulting Issuer; (g) approved the appointment of Baker Tilly WM LLP as the new auditors of the Resulting Issuer; and (h) approved and confirmed all corporate actions of MAACKK since May 14, 2021 that require shareholders' approval, each of the foregoing to take effect upon the closing of the Proposed RTO.
Closing of Additional Tranches of GCC Private Placement
GCC announced the closing of additional tranches of its previously announced non-brokered private placement (the "Private Placement") and issued a total of 1,762,730 common shares at a price of $0.13 per share for aggregate gross proceeds of $229,154.90.
The common shares issued pursuant to the Private Placement are subject to a statutory hold period of four months and one day after the later of (a) the closing date of the respective tranche of the Private Placement, and (b) the date GCC became a reporting issuer in any province or territory. The net proceeds of the Private Placement are expected to be used for general working capital and corporate purposes.
As of the date hereof, GCC issued a total of 6,154,460 common shares in connection with the Private Placement at a price of $0.13 per share for aggregate gross proceeds of $800,079.80.
About Green Canada Corporation
GCC has assembled a diverse set of Canadian based uranium mineral properties focused on unconformity-style uranium deposits in the Athabasca Basin of Saskatchewan, the Baker and Amer Basins in Nunavut and the Otish Basin in Quebec. The flagship Marshall Project to be acquired by GCC from Basin Energy Limited in connection with the Proposed RTO and the adjacent North Millennium project areas are situated 11 km west of Cameco's 69.9% owned Millennium deposit and 20 km southwest of CanAlaska's Pike zone discovery on the West McArthur project in the Athabasca Basin of northern Saskatchewan the second largest production centre for uranium globally. The Key Lake-McArthur Road is 23 km to the South-East with winter access to the property either by winter road from the Millennium deposit to Friesen Lake, 4 km east of the property, or by a winter road from Key Lake to McIntyre Lake, 4 km south of the property.
For further information on Green Canada Corporation, please contact:
Greg Ferron, President and Director
Phone: 416-270-5042
Email: gferron@ptxmetals.com
About MAACKK Capital Corp.
MAACKK is an investment company. MAACKK is an unlisted reporting issuer and does not currently own any operating assets.
For further information, please contact:
Peter Cheung, Chief Executive Officer and Chief Financial Officer
Email: peter.cheung@spotlightinvestments.com
Disclosure regarding forward-looking statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events or developments that GCC or MAACKK expects or anticipates will or may occur in the future, including the anticipated use of proceeds from the Private Placement. Generally, but not always, forward-looking information and statements can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will ", "occur" or "be achieved" or the negative connotation thereof.
Such forward-looking information and statements are based on numerous assumptions, including among others, that GCC will use the proceeds of the Private Placement as anticipated. Although the assumptions made by GCC in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from GCC's plans or expectations include the risk that GCC will not use the proceeds of the Private Placement as anticipated, risks relating to availability of capital and financing, general economic, market or business conditions, regulatory changes, timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by GCC with securities regulators.
Although GCC and MAACKK have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information or implied by forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking statements or information.
GCC and MAACKK expressly disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
Not for Dissemination in the United States or through U.S. Newswire Services
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286223
