The Canadian Green Canada Corporation is pushing ahead with its path to the capital market: On the one hand, the uranium exploration company is now to complete its IPO via a reverse takeover with MAACKK Capital Corp., and on the other hand, the acquisition of the Marshall uranium project in Saskatchewan from Basin Energy is planned at the same time. Green Canada Corporation is a company held 54.3 percent by PTX Metals Inc. (TSXV: PTX / WKN: A403Z4) with a portfolio of uranium projects in the Athabasca Basin in Saskatchewan, the Thelon Basin in Nunavut and the Otish Basin in Québec.
With the agreements now presented, Green Canada Corporation is positioning itself as a future publicly traded uranium explorer with a focus on some of Canada’s most important uranium provinces. In addition to structuring the stock exchange shell, the transaction also includes the involvement of experienced partners such as Basin Energy, CanAlaska Uranium and PTX Metals.
Green Canada Corporation: Reverse Takeover with MAACKK as a Stock Exchange Vehicle
The core of the capital market transaction is a binding letter of intent between Green Canada Corporation and MAACKK Capital Corp. dated November 13, 2025. It is envisaged that MAACKK will acquire all outstanding shares of Green Canada Corporation by way of a merger with a newly formed MAACKK subsidiary. The merged company will be managed as a wholly owned subsidiary of MAACKK, while the previous shareholders of Green Canada Corporation will in return receive new shares of the so-called Resulting Issuer. This is formally an acquisition of MAACKK by the GCC shareholders, i.e. a classic reverse takeover.
Prior to the completion of the reverse takeover, MAACKK is to consolidate its existing shares at a ratio of 6.25 to 1 in order to streamline the capital structure. Green Canada Corporation on the other hand is planning a non-brokered private placement of gross CAD 2.5 million, the terms of which are still to be determined in the context of market conditions. The financing is to take place in tranches until the completion of the transaction and, after completion, will be included in the calculation of the future number of Resulting Issuer shares.
The implementation of the transaction is subject to several approvals. These include in particular the approval of the shareholders of Green Canada Corporation at an extraordinary general meeting, the approval by the respective administrative boards of PTX, GCC and MAACKK, as well as the admission of the new company to the Canadian Securities Exchange or another stock exchange yet to be determined. Green Canada Corporation may also request MAACKK to have its own shareholders vote on the planned share consolidation, a possible change of name, the election of a new board and the confirmation of previous company decisions.
PTX Metals currently holds approximately 18.17 million shares, representing a good 54 percent of Green Canada Corporation. After completion of the reverse takeover, PTX and the other GCC shareholders will exchange their previous shares for shares of the Resulting Issuer. According to the guidelines of the TSX Venture Exchange, the transaction is considered a transaction with independent third parties; no brokerage fees are expected. Upon completion, the previous bodies of MAACKK are to resign and be replaced by a newly appointed board.
Marshall Uranium Project: Green Canada Corporation Expands Athabasca Portfolio
Parallel to the planned IPO, Green Canada Corporation has concluded another binding letter of intent with Basin Energy Limited (ASX: BSN) and its subsidiary Basin Energy Marshall Corp. The aim is to acquire 100 percent of the rights to the Marshall uranium project in Saskatchewan. The project is located in the Athabasca Basin, one of the most important uranium regions in the world. Marshall and the neighboring North Millennium area are located approximately eleven kilometers west of Cameco’s Millennium deposit and approximately twenty kilometers southwest of the Pike Zone on CanAlaska’s West McArthur project.
The project areas are located near the border between the Mudjatik and Wollaston geological domains and are covered by sandstones and siltstones of the Manitou Falls Group. The thickness of the sandstone is estimated at 700 to 900 meters, with only a few outcrops reaching the surface. Historical explorations since the late 1970s have focused on sediment geochemistry in lakes and rock fragments, airborne magnetic and EM surveys, and ground-based geophysical profiles. To date, no boreholes have been drilled on Marshall and North Millennium.
In 2024, Basin Energy had systematic Stepwise-Moving-Loop-TEM measurements carried out on both project areas. On Marshall, almost fifty line kilometers were processed over a line with several loops, on North Millennium a good thirty kilometers along three profiles. The evaluation revealed conductivity anomalies, which were interpreted as potential zones for unconformity-related uranium mineralization. For the Marshall project, an initial diamond drilling program is recommended on this basis to test the identified conductors. Green Canada Corporation plans to implement these recommendations as part of an initial work program with the acquisition of the Marshall project.
Structure of the Uranium Transactions and Role of Basin Energy, CanAlaska and PTX
The consideration for the acquisition of the Marshall project by Green Canada Corporation is structured in several stages. Cash payments totaling CAD 600,000 were agreed, to be paid in four equal annual installments, as well as shares of the future Resulting Issuer in the amount of CAD 300,000, which will be issued in tranches over three years according to volume-weighted average prices. In addition, Basin Energy will receive a 9.99 percent stake in the issued share capital of the Resulting Issuer on an undiluted basis upon completion of the parallel financing.
Basin Energy reserves a right of first refusal for three years on a possible resale of the Marshall project by Green Canada Corporation and also receives a temporary repurchase right. Within five years or until exploration expenses of ten million dollars are reached, Basin can reacquire a 25 percent stake in the project for one million Canadian dollars. In return, Green Canada Corporation undertakes to finance an initial work program on Marshall within 24 months, the budget of which comprises at least CAD 1.5 million or the amount necessary to maintain the claims.
Operationally, the Marshall project is managed by CanAlaska Uranium, which acts as operator under a separate agreement. Green Canada Corporation pays an operator fee of twenty percent on the initial exploration expenses. At the same time, GCC and Basin receive a nine-month exclusivity from CanAlaska to examine a possible earn-in option on the North Millennium Joint Venture of CanAlaska and Basin Energy. If due diligence is successful, the parties could negotiate the terms under which Green Canada Corporation can acquire up to 51 percent of this joint venture.
With a view to corporate governance, Green Canada Corporation is relying on a team with pronounced raw material and in particular uranium experience for the future Resulting Issuer. Richard (Rick) Mazur is planned as Executive Chairman, who can look back on more than four decades of international exploration experience and previous CEO functions at a uranium and critical metals explorer, as well as Greg Ferron as President, who has been active in mining financing and in management functions of various exploration and development companies for many years. The board is complemented by investor and director Jean-David Moore and Swiss financial specialist Olivier Crottaz; a representative of Basin Energy is to complete the administrative board. Geologically, Green Canada Corporation is advised by the designated uranium and exploration geologist Rhys Davies.
With the combination of reverse takeover, the planned stock exchange listing and the acquisition of the Marshall uranium project, Green Canada Corporation is setting the course for the next development step. The focus is on expanding the uranium position in the Athabasca Basin, the option of participating in the North Millennium Joint Venture and the closer involvement of experienced partners such as PTX Metals, Basin Energy and CanAlaska in further exploration.
