– Basin to sell 100% of the Marshall Uranium Project to Green Canada Corporation Inc (“GCC”).
– GCC is moving towards a public listing on the Canadian Stock Exchange, in combination with a reverse takeover of Maackk Capital Corp.
– Basin receives compensation of a maximum of:
o C$600,000 in cash payable in four equal annual installments;
o C$300,000, payable in shares over three equal annual installments; And
o 9.99% of the total issued capital of the newly listed entity.
– GCC will undertake a minimum of C$1.5 million in exploration expenditures over 24 months.
– Basin retains a 25% repurchase option at the project level and a three-year right of first refusal (ROFR) on any future sale.
– The transaction preserves exploration benefits for Basin shareholders at Marshall and increases Basin’s influence over high-grade uranium assets within the GCC portfolio, specifically targeting Canadian unconformity mineralization in the Baker and Amer Basins in Nunavut and the Otish Basin in Quebec.
– The transaction sharpens Basin’s strategic focus on shallow discovery opportunities.
– Basin and CanAlaska Uranium Ltd (CVE:CVV) (“CanAlaska”) have also granted GCC a nine-month exclusivity for the North Millennium Project.
It is proposed that the transaction will occur in parallel with a proposed Reverse Takeover (“RTO”) by GCC from Maackk Capital Corp (“MAACKK”) and concurrent financing and admission of a minimum of C$2.5 million to the Canadian Securities Exchange (“CSE”) or such other exchange as mutually agreed upon by the parties.
In addition to the Marshall Agreement, Basin and CanAlaska have agreed to grant GCC a nine-month exclusivity right to conduct due diligence and, if satisfactory, negotiate the terms of an earn-in option to acquire an interest of up to 51% in CanAlaska and BSN’s North Millennium joint venture project.
Managing Director, Pete Moorhouse, commented:
“We are pleased to enter into an agreement and partnership with Green Canada Corporation to advance the Marshall project. The GCC team is well positioned to add value for Basin shareholders, both through testing the attractive targets at Marshall, and through broader exposure to the GCC asset base.”
We look forward to seeing these assets move forward as Basin continues to focus on high-quality shallow opportunities.”
Terms of the agreement
In return, GCC has agreed to make the following payments to Basin:
– C$600,000 cash payable in four equal annual installments, with the first payment due at closing;
– C$300,000 payable in shares, issuable in three equal annual installments based on the five-day volume weighted average price on the business day immediately preceding the issue date; And
– 9.99% of the total issued and outstanding resulting shares of the issuer on a non-diluted basis upon execution of the concurrent financing at the time of closing of the proposed RTO, subject to a twelve-month escrow.
Basin will receive an additional 400,000 shares in the resulting issuer upon closing of the RTO in exchange for granting the nine-month exclusivity right in the North Millennium joint venture.
Basin will have a right of first refusal on any sale of the Marshall Project by GCC for a period of three years following the closing date of the transaction. In addition, Basin will retain a repurchase right to acquire from GCC a 25% interest in the Marshall Project for C$1,000,000 for a period beginning on the Closing Date and ending on the earlier of: the date that is five years after the Closing Date or the date on which GCC incurs aggregate exploration expenditures of C$10,000,000 on the Marshall Project.
Under the terms of the LOI, the GCC is required to finance exploration expenditures for an initial program of work for the Marshall Project, to be implemented within twenty-four months of closure. The Initial Work Program will have a budget in an amount that is the greater of C$1,500,000, and the minimum amount necessary to maintain the mineral claims comprising the Marshall Project in good condition under applicable government regulations.
Basin will also have the right to appoint one director to the board of the resulting issuer.
GCC reserves the right to withdraw from the transaction at any time after closing. In that case, the project returns to Basin and no further payments are required.
The transaction is subject to GCC’s final due diligence, completion of MAACKK’s RTO and GCC’s concurrent minimum capital increase of C$2.5 million.
About Green Canada Corporation
GCC is a 54% subsidiary of PTX Metals Inc. (CVE:PTX) and a uranium exploration company with a portfolio of projects in Thelon Basin, Nunavut, the Athabasca Basin, Saskatchewan and Quebec. Concurrent with the LOI to acquire Basin’s Marshall Project, GCC announced that it has entered into a binding memorandum of understanding with MAACKK pursuant to which GCC and MAACKK intend to complete a transaction that would result in a reverse takeover of MAACKK by GCC’s shareholders (the “Proposed RTO”). The closing of the Proposed RTO will be subject to, among other things, the requisite regulatory approvals for the listing of the resulting issuer of the Proposed RTO (the “Resulting Issuer”) on the Canadian Securities Exchange or such other securities exchange as mutually agreed upon by the parties, together with the completion of the concurrent financing and execution of the definitive agreements relating to the acquisition of the Marshall Project.
Upon completion of the Proposed RTO, the current directors and officers of MAACKK will resign and it is expected that the board of directors of the Resulting Issuer will be reconstituted and consist of Richard J. Mazur, Greg Ferron, Olivier Crottaz and a representative of the Basin.
About the Marshall and North Millennium Projects
The Marshall Project is 100% owned by Basin, and the North Millennium Project has a joint venture agreement on a 40:60 basis with CanAlaska.
The Marshall and North Millennium projects are located less than 11 km from Cameco Corporation’s Millennium deposit (104.8 Mlb at 3.8% U3O8) and approximately 40 km from the productive McArthur River uranium mine, one of the highest grade uranium mines in the world, see Figure 1*. Both projects are considered promising for compliance-style uranium exploration.
In 2024, ground electromagnetism (“EM”) at Marshall identified three main targets that confirm the geological and exploration model. Of interest is Target 1, see Figure 2*, where modeled EM sheets beneath the unconformity are aligned with a sandstone Z-Tipper Axis Electromagnetic (“ZTEM”) anomaly, which is interpreted as a change within sandstone. The identification of these targets is encouraging and consistent with regional trends in southeastern Athabasca and provides increased confidence in drill hole targeting.
*To view tables and figures, go to:
https://abnnewswire.net/lnk/F491N9T7
About Basin Energy Ltd:
Basin Energy Ltd (ASX:BSN) (OTCMKTS:BSNEF) is a green energy metals exploration and development company with an interest in three highly promising projects in the south-eastern corner and edge of the world-famous Athabasca Basin in Canada and has recently acquired a significant portfolio of green energy metals exploration assets in Scandinavia.
Source:
Basin Energy Ltd
Contact:
Piet Moorhuis
Director
pete.m@basinenergy.com.au
+61 7 3667 7449
Chloe Hayes
Investor and media relations
chloe@janemorganmanagement.com.au
+61 458619317
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