Basin Energy Sells Marshall Uranium Project to Green Canada Corporation in Strategic Divestment

**February 27, 2026** – Basin Energy, a prominent player in the mineral exploration sector, has announced the signing of a definitive mineral rights sale and purchase agreement (SPA) to transfer its full ownership of the Marshall Uranium Project to Green Canada Corporation (GCC). Located within the highly prospective uranium jurisdiction of Saskatchewan, Canada, this transaction marks a significant step for both companies, allowing Basin Energy to streamline its portfolio while providing GCC a clear pathway to advance an exploration-stage uranium asset backed by new financing. The execution of the SPA, formally announced on February 27, 2026, builds upon a previously disclosed binding Letter of Intent (LoI) between the parties. This deal is strategically structured, reflecting the dynamic nature of project financing and development within the junior mining space, particularly in a commodity market anticipating sustained growth in demand.

Transaction Mechanics and Financial Considerations

The transfer of the Marshall Uranium Project's full ownership from Basin Energy to GCC, a subsidiary of PTX Metals, is contingent on several critical milestones. Foremost among these is GCC's proposed reverse takeover (RTO) of Maackk Capital. Reverse takeovers are a common mechanism for private companies, particularly those in the junior mining sector, to gain a public listing without the traditional initial public offering (IPO) process, providing immediate access to capital markets. In conjunction with the RTO, GCC is mandated to secure a minimum of C$2.5 million (approximately US$1.82 million) in financing and subsequently list on the Canadian Securities Exchange (CSE) or another mutually agreed stock exchange. Upon successful completion of these conditions, Basin Energy stands to receive a multi-faceted consideration package from GCC: * **Cash Payments:** C$600,000 disbursed over a four-year period. * **Share Payments:** C$300,000 worth of shares in the newly listed entity, distributed over three years. * **Equity Stake:** Basin will acquire a 9.99% equity interest in the newly listed GCC entity following its financing activities. This significant stake demonstrates Basin's continued confidence in the project's potential and GCC's future growth, though these shares will be subject to a 12-month escrow period. These financial terms highlight a common strategy in the junior mining sector where the seller retains exposure to the project's upside through equity, mitigating immediate cash flow needs while transferring the burden of exploration expenditure to a well-funded partner.

Strategic Upside and Protection for Basin Energy

Despite the outright sale, Basin Energy has shrewdly negotiated several provisions designed to protect its interests and retain exposure to the Marshall Project's future success. These clauses underscore the company's strategic approach to asset management and value creation: * **Repurchase Option:** Basin retains a valuable option to repurchase a 25% interest in the Marshall Project for C$1,000,000. This buyback option remains valid until either five years after the transaction's closing date or once GCC has incurred C$10 million in exploration expenditures on the project, whichever comes first. This provides Basin a pathway to re-engage with a potentially de-risked and advanced project without bearing the initial, higher-risk exploration costs. * **Right of First Refusal:** Basin has secured a three-year right of first refusal, should GCC decide to sell the Marshall Project to a third party. This ensures Basin has the opportunity to re-acquire or increase its stake if market conditions or strategic objectives change. * **Board Representation:** Basin will have the ability to nominate one director to the board of the resulting listed GCC entity, ensuring continued oversight and a voice in the project's strategic direction. In exchange for these rights and the project, GCC is mandated to invest at least C$1.5 million into initial exploration activities at Marshall within the first two years to maintain the project’s mineral claims. This commitment is crucial for advancing the project and demonstrating GCC's dedication. Notably, the agreement also includes a provision allowing GCC to withdraw from the transaction at any time following its completion. Should this occur, the project would revert to Basin, and all further payments would be nullified, offering GCC a degree of flexibility while ensuring the project's continuity.

Expanding Collaboration: The North Millennium Joint Venture Option

Beyond the Marshall Project sale, the agreement between Basin Energy and GCC signals a broader potential for collaboration. Basin and CanAlaska Uranium Ltd., its partner in the North Millennium joint venture project, have consented to provide GCC a nine-month exclusivity period. During this time, GCC will conduct comprehensive due diligence on the North Millennium project. If GCC's findings are favorable, the exclusivity period could lead to negotiations for an earn-in option, allowing GCC to acquire up to a 51% stake in this significant uranium exploration asset. This potential expansion of GCC's presence in the region underscores its strategic focus on Canadian uranium assets and could lead to a powerful new partnership for the advancement of North Millennium.

Executive Perspectives: Unlocking Value and Future Pathway

Pete Moorhouse, Managing Director of Basin Energy, articulated the strategic rationale behind the transaction: “The execution of the definitive agreement marks a key milestone in unlocking value from the Marshall Uranium Project, while maintaining meaningful upside exposure for Basin shareholders.” His comments reflect a common strategy for junior explorers: leveraging early-stage project value to secure funding and de-risk the asset, enabling a focus on core projects or return of capital to shareholders. Moorhouse further emphasized the positive implications for the project's future: “With GCC progressing toward its public listing and associated financing, we are pleased to see a clear pathway toward funded exploration and drill testing at Marshall in the near term.” This highlights the critical role of financing in advancing exploration projects from concept to drilling, a notoriously capital-intensive stage. He concluded by reiterating the benefits of the retained interests: “Importantly, Basin retains leverage and upside through our equity interest, buyback option and right of first refusal, ensuring continued alignment with the project’s success.”

Saskatchewan: A World-Class Uranium Jurisdiction

The Marshall Uranium Project's location in Saskatchewan, Canada, is a critical element underpinning its strategic value. Saskatchewan is globally renowned for its high-grade uranium deposits, particularly within the Athabasca Basin, which accounts for a significant portion of the world's primary uranium production. The province boasts stable political and regulatory environments, established infrastructure, and a skilled workforce, all of which contribute to its attractiveness as a destination for uranium exploration and development. Companies operating in this region benefit from a well-understood geological setting and a supportive ecosystem for uranium mining. This sale allows GCC to enter this premier jurisdiction with a clear project and a path to public funding.

Market Implications and Future Outlook

This transaction occurs within a broader context of renewed interest and optimism in the global uranium market. Growing global demand for clean energy, driven by decarbonization efforts and the expansion of nuclear power fleets worldwide, has put the spotlight back on uranium supply. With existing production facing challenges and new mines requiring substantial time and capital to develop, exploration-stage projects in stable jurisdictions like Saskatchewan are increasingly valuable. For Basin Energy, this deal allows it to monetize an asset, potentially freeing up capital and management attention for other priorities within its portfolio, while maintaining crucial links to Marshall's success. For Green Canada Corporation, backed by PTX Metals, this represents a pivotal entry into a high-potential commodity space, providing a foundational asset for its public debut. The successful completion of GCC’s reverse takeover and financing will pave the way for accelerated exploration and, potentially, drill testing at Marshall. Furthermore, the option to earn into the North Millennium joint venture could solidify GCC's position as a significant emerging player in Canadian uranium exploration, reinforcing the ongoing strategic importance of the region to global energy markets. The coming months will be critical in observing GCC's path to listing and the subsequent commencement of exploration activities at Marshall, which will be closely watched by industry participants and investors alike.