Green Canada Uranium Announces Closing of Reverse Takeover, Concurrent Financing and Acquisition of the Marshall Project

Toronto, Ontario--(Newsfile Corp. - September 1, 2026) - Green Canada Uranium Corp. (formerly known as MAACKK Capital Corp.) (the "Company") is pleased to announce the closing of its previously announced reverse takeover transaction with Green Canada Corporation ("Green Canada") pursuant to a business combination agreement dated March 3, 2026, resulting in the reverse takeover of the Company by the shareholders of Green Canada (the "RTO"). Concurrently with the closing of the RTO, Green Canada: (i) closed a previously announced non-brokered private placement of 955,000 flow-through units and 3,201,392 charity flow-through units for aggregate gross proceeds of $991,348 (the "Private Placement"); (ii) completed the acquisition of a 100% interest of Basin Energy Marshall ("BSN Marshall") in the Marshall uranium project located in the Athabasca Basin of Saskatchewan (the "Marshall Project"); and (iii) received from CanAlaska Uranium Ltd. ("CanAlaska") and Basin Energy Limited ("Basin Energy") an exclusivity right (the "NMX Exclusivity Right") to conduct due diligence on, and negotiate an earn-in option for, up to a 51% interest in the North Millennium joint venture project of CanAlaska and Basin Energy located in the Athabasca Basin of Saskatchewan (the "North Millennium Project").

The Company has received conditional acceptance from the TSX Venture Exchange ("TSXV") and has delivered all documentation required to satisfy the TSXV's listing conditions. Subject to issuance of the final TSXV bulletin, the Company will be listed as a Tier 2 Mining Issuer.

Trading in the common shares of the Company (the "Resulting Issuer Shares") is expected to commence at the open of markets on or around September 9, 2026 under the symbol "GCUC". For further information, please refer to the listing application dated July 29, 2026 (the "Listing Application"), which is available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Pre-Closing Corporate Changes

Prior to closing, and as approved by shareholders of the Company at the annual and special meeting held on February 26, 2026 (the "Meeting"), the Company completed: (i) its continuance from the Province of Alberta under the Business Corporations Act (Alberta) to the Province of Ontario under the Business Corporations Act (Ontario) (the "OBCA"); (ii) the consolidation of all issued and outstanding common shares of the Company on a 6.25 to 1 basis (the "Consolidation"); and (iii) the change of its name from "MAACKK Capital Corp." to "Green Canada Uranium Corp." (the "Name Change").

Closing of the Private Placement

In connection with the RTO, Green Canada completed the Private Placement comprised of a combination of the following:

• 3,201,392 charity flow-through units of Green Canada (each, a "CFT Unit") at a price of $0.25 per CFT Unit for aggregate gross proceeds of $800,348, with each CFT Unit comprised of one common share of Green Canada to be issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) (each, a "CFT Share") and one warrant (each, a "Warrant"); and

• 955,000 flow-through units of Green Canada (each, an "FT Unit", and together with the CFT Units, the "Units") at a price of $0.20 per FT Unit for aggregate gross proceeds of $191,000, with each FT Unit comprised of one common share of Green Canada to be issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) (each, an "FT Share", and together with the CFT Shares, the "Subscribed Shares") and one-half (1/2) of one Warrant.

Each whole Warrant entitles its holder to purchase one common share of Green Canada (each, a "Warrant Share") at an exercise price of $0.22 per Warrant Share for a period of 24 months following the closing date of the Private Placement (the "Closing Date").

In connection with the closing of the Private Placement, Green Canada paid finders' fees consisting of, in aggregate, $23,506 in cash and 249,147 non-transferable compensation warrants. Each compensation warrant is exercisable to acquire one common share of Green Canada at a price of $0.22 per share for a period of 24 months following the Closing Date, subject to applicable regulatory requirements.

The gross proceeds from the sale of the Subscribed Shares will be used to incur "Canadian exploration expenses" as defined in subsection 66.1(6) of the Income Tax Act (Canada) and "flow-through critical mineral mining expenditures" as defined in subsection 127(9) of the Income Tax Act (Canada), related to the exploration program of Green Canada to be conducted on Green Canada's properties. Green Canada will renounce such expenses with an effective date of no later than December 31, 2026.

In connection with the RTO, Green Canada has raised a total of $2,922,580 through the Private Placement and several other non-brokered private placements from January to June 2026 (the "Concurrent Financing"). All securities issued pursuant to the Concurrent Financing have been exchanged for Resulting Issuer Shares and Resulting Issuer Warrants upon completion of the RTO.

Closing of the Reverse Takeover

The RTO was effected by way of a three-cornered amalgamation pursuant to which 1001520122 Ontario Inc., a wholly owned subsidiary of the Company, amalgamated with Green Canada. Upon completion, each common share of Green Canada (a "GCC Share") was exchanged for one Resulting Issuer Share, and each warrant of Green Canada was exchanged for one warrant of the Company (each, a "Resulting Issuer Warrant") with equivalent terms. Green Canada and its wholly owned U.S. subsidiary, GCU Resources (U.S.) Corp. ("GCC US Subco"), are now wholly owned subsidiaries of the Company.

Closing of the Marshall Mineral Rights Acquisition

Concurrently with the closing of the RTO, Green Canada has also completed its previously announced acquisition of a 100% interest in the Marshall Project from BSN Marshall and Basin Energy (the "Marshall Mineral Rights Acquisition") pursuant to a mineral rights acquisition agreement dated February 25, 2026 (the "Marshall Mineral Rights Acquisition Agreement"), as amended and restated on June 22, 2026.

Consideration payable to Basin Energy and BSN Marshall consists of: (A) $600,000 cash in four equal installments of $150,000 over three years, with the first installment due at closing; (B) $300,000 payable in three installments with the first installment of $100,000 paid at closing by the issuance of 588,235 Resulting Issuer Shares at $0.17 per share, and the remaining two installments of $100,000 each in cash to be paid over two years; and (C) 6,376,066 Resulting Issuer Shares issued to Basin Energy, representing 9.99% of the total issued and outstanding Resulting Issuer Shares on a non-diluted basis immediately following closing. Green Canada has committed to fund a minimum $1,500,000 exploration program on the Marshall Project within 24 months of closing. Pursuant to the terms of the Marshall Mineral Rights Acquisition Agreement, Basin Energy retains: (A) a three-year right of first refusal on any sale of the Marshall Project; (B) a right to repurchase up to a 25% interest for $1,000,000 (exercisable until the earlier of five years from closing or aggregate exploration expenditures of $10,000,000 on the project) (the "25% Interest Repurchase Right"); and (C) the right to nominate one Company director for the duration of the 25% Interest Repurchase Right.

Concurrently with the closing of the Marshall Mineral Rights Acquisition, CanAlaska was appointed as operator of the Marshall Project pursuant to an operator agreement dated February 25, 2026, among Green Canada, Basin Energy and CanAlaska, and will receive an operator fee equal to 20% of initial exploration expenditures incurred in connection with the initial work program.

NMX Exclusivity Right Grant

Concurrently with the closing of the Marshall Mineral Rights Acquisition, the exclusivity agreement entered into among Green Canada, CanAlaska and Basin Energy on February 25, 2026 (the "NMX Exclusivity Agreement") has become effective. Pursuant to the NMX Exclusivity Agreement, CanAlaska and Basin Energy have granted Green Canada a nine (9)-month exclusivity period to conduct due diligence on and negotiate the terms of a potential earn-in option to acquire up to a 51% interest in the North Millennium Project. In consideration for the NMX Exclusivity Right, Green Canada issued 600,000 Resulting Issuer Shares to CanAlaska and 400,000 Resulting Issuer Shares to Basin Energy.

Omnibus Plan

The omnibus equity incentive plan (the "Omnibus Plan") approved by shareholders at the Meeting has been approved by the new board of directors and came into effect upon closing. The Omnibus Plan replaces the Company's existing stock option plan and provides for the grant of stock options, restricted share units ("RSUs") and performance share units ("PSUs") to eligible participants. The maximum number of Resulting Issuer Shares issuable under outstanding options is 10% of issued and outstanding Resulting Issuer Shares on a rolling basis, and the maximum number issuable under outstanding RSUs and PSUs is 5,600,000. Following the closing of the RTO, the Company granted an aggregate of 2,950,000 Resulting Issuer options to its directors, officers and consultants. Each option is exercisable to acquire one Resulting Issuer Share at an exercise price of $0.17 per share for a period of five years. A copy of the Omnibus Plan is available on SEDAR+ at www.sedarplus.ca.

Share Capital

Upon completion of the RTO, the Concurrent Financing, the Marshall Mineral Rights Acquisition and the share issuances pursuant to the NMX Exclusivity Agreement (collectively, the "Transactions"), the Company has 63,824,480 Resulting Issuer Shares, 3,928,039 Resulting Issuer Warrants (including 249,147 compensation warrants), and 2,950,000 Resulting Issuer options issued and outstanding.

Directors, Officers and Other Insiders of the Company

Upon completion of the RTO, all incumbent directors and officers of the Company, except Peter Cheung, have tendered their resignations. The board of directors of the Company now consists of Richard J. Mazur (Executive Chairman), Greg Ferron, Olivier Crottaz, Jean-David Moore and Peter Cheung. The following sets out the names and backgrounds of the directors and officers of the Company.

Richard J. Mazur, Executive Chairman and Director

Mr. Mazur is a corporate executive and registered geoscientist (P.Geo.) with over 45 years of Canadian and international experience in the exploration and mining industry as a project geologist, financial analyst and senior executive on uranium, gold, diamonds, base metals and industrial minerals projects. Mr. Mazur was the founder and former Chief Executive Officer of Forum Energy Metals from 2004 to August 2025, a uranium and critical minerals exploration company with projects in Saskatchewan and Nunavut (now Geiger Energy). He is also a director of Big Ridge Gold Corp., a gold development company in Newfoundland, Impact Silver Corp., a silver production company in Mexico, and Midnight Sun Mining Corp., a copper exploration company in Zambia. Mr. Mazur graduated with a B.Sc. in Geology from the University of Toronto in 1975 and obtained an MBA from Queen's University in 1985.

Greg Ferron, President, Chief Executive Officer and Director

Mr. Ferron brings 20 years of experience in the mining industry, capital markets and corporate development. He has held senior leadership roles with Laramide Resources Ltd., Treasury Metals Inc., Fancamp Exploration, Omai Gold Mines, TMX Group and Scotiabank. Mr. Ferron has extensive experience in mergers and acquisitions and corporate financings. Notable transactions include Laramide Resources Ltd.'s acquisition of the Westwater ISR project and, during his tenure as Chief Executive Officer of Treasury Metals Inc. (now NexGold Mining Corp.), the acquisition of the Goldlund project, which resulted in the creation of one of Canada's largest gold development companies.

Olivier Crottaz, Director

Mr. Crottaz is a Certified European Financial Analyst (CEFA) and also holds Swiss federal certificates as "Analyste Financier et Gestionnaire de Fortunes diplômé" and "Expert diplômé en Finance et Investissements". He began his career at UBS in 1991 as a portfolio manager and tactical asset allocator, and in 1998 joined Credit Suisse Fides as Senior Financial Advisor and head of department. Following Credit Suisse Fides, he managed his own independent asset management company. He is now a consultant and board member of a number of Swiss private companies.

Jean-David Moore, Director

Mr. Moore has been a consultant and advisor to several mineral exploration and development companies for over 20 years. He is a prominent investor in the junior mining space and holds significant stakes in over 50 resource companies throughout Canada. Mr. Moore is currently a director of Opus One Gold Corp., Bullion Gold Resources Corp., Dios Exploration Inc., Caprock Mining Corp., Goldrea Resources Corp. and PTX Metals Inc. In addition to his ongoing roles, Mr. Moore previously served as a director of Vanstar Mining Resources Inc. (which was acquired by Iamgold Corp. in February 2024) and Fokus Mining Corp. (which was acquired by Cadillac Mines Corp. in April 2026).

Peter Cheung, Director

Mr. Cheung is currently a director of the Company, and was Chief Executive Officer and Chief Financial Officer of the Company up until the closing of the RTO. Mr. Cheung also serves as the Chief Financial Officer of Revolution Oil & Gas Corporation. He previously served as Interim CEO and CFO of Discover Wellness Solutions Inc. (formerly RMMI Corp.), a company listed on the Canadian Securities Exchange, until October 2022, and has acted as an independent financial consultant since August 2017. He was the Chief Financial Officer of Ceiba Energy Services Inc., an oilfield services company listed on the TSXV, from June 2014 to August 2017.

Investors are advised that Mr. Cheung served as Interim CEO and CFO of Discover Wellness Solutions Inc. when the Alberta Securities Commission issued a cease trade order on May 6, 2022, for failure to file required periodic disclosure documents, including annual financial statements and related disclosures.

Cindy Davis, Chief Financial Officer

Ms. Davis is a finance executive with extensive experience in financial reporting, regulatory compliance, corporate governance, and capital markets for publicly listed companies. She currently serves as Chief Financial Officer of PTX Metals Inc. (TSXV: PTX) ("PTX Metals"), Royal Road Minerals Limited and Nickel 28 Capital Corp. Ms. Davis has significant expertise working with mining, exploration, and resource-focused issuers, including oversight of financial statement preparation, audit management, continuous disclosure obligations, internal controls, and financing transactions. Throughout her career, she has supported companies through public listings, private placements, strategic transactions, and ongoing compliance with IFRS, U.S. GAAP, and securities regulatory requirements.

Jacqueline Collins, Corporate Secretary

Ms. Collins is a Securities and Corporate Finance Paralegal with over 30 years of experience as a legal administrator, corporate secretary, and paralegal, working with both independent and national law firms as well as public companies. Ms. Collins specializes in the preparation, finalization, and filing of securities documentation with Canadian securities regulators, including all continuous disclosure filings.

In addition to the individuals named above, the following corporate persons hold sufficient Resulting Issuer Shares to constitute Insiders of the Company:

PTX Metals Inc. (TSXV: PTX)

PTX Metals is a corporation incorporated under the laws of the Province of Ontario, with its registered and principal office in Toronto, Ontario. PTX Metals is a publicly listed company on the TSXV under the symbol "PTX". PTX Metals holds 18,166,700 Resulting Issuer Shares, representing approximately 28.46% on a non-diluted basis immediately following closing of the Transactions.

Basin Energy Limited (ASX: BSN)

Basin Energy is a corporation incorporated under the laws of Australia, with its principal office in Perth, Western Australia. Basin Energy is publicly listed on the Australian Securities Exchange under the symbol "BSN". Following the closing of the RTO and the Marshall Mineral Rights Acquisition, Basin Energy holds 7,324,062 Resulting Issuer Shares, representing approximately 11.54% on a non-diluted basis immediately following closing of the RTO.

Auditor Change

Effective upon closing, Baker Tilly WM LLP, Chartered Professional Accountants, has been appointed to replace MNP LLP as auditor of the Company. To the Company's knowledge, there were no "reportable events" as defined in section 4.11 of National Instrument 51-102 - Continuous Disclosure Obligations.

Arm's Length Transaction

All transactions comprising the RTO were negotiated on an arm's length basis and involve arm's length parties. Accordingly, each of the transactions is an "Arm's Length Transaction" within the meaning of Policy 1.1 of the TSXV.

About Green Canada Uranium Corp.

Green Canada Uranium Corp. is a mineral resource company engaged in the acquisition, exploration and development of uranium properties in Canada. The Company holds a 100% interest in the Marshall Project (seven mineral claims, 11,225.24 ha, Athabasca Basin, Saskatchewan) and the NMX Exclusivity Right to negotiate an earn-in option for up to a 51% interest in the North Millennium Project. The Company's projects span the Athabasca Basin in Saskatchewan and the Otish Basin in Quebec.

About Green Canada Corporation

Green Canada was incorporated under the OBCA on August 10, 2023. Green Canada's registered office is located in the Province of Ontario. Green Canada's wholly owned subsidiary, GCC US Subco, was incorporated on April 9, 2026, pursuant to the laws of the State of Nevada. Following the closing of the RTO, Green Canada and GCC US Subco are wholly owned subsidiaries of the Company.

Selected Financial Information of Green Canada Corporation

The following table sets forth selected financial information for Green Canada for the years ended December 31, 2024 and December 31, 2025, and the three months ended March 31, 2026, derived from the audited annual financial statements and unaudited interim financial statements of Green Canada. Copies of such financial statements are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Selected Financial Information of the Marshall Project

The following table sets forth selected carve-out financial information for the Marshall Project for the years ended December 31, 2024 and December 31, 2025, and the three months ended March 31, 2026, derived from the audited carve-out annual financial statements and unaudited carve-out interim financial statements of the Marshall Project. The Marshall Project represents a mineral exploration stage asset with no operating revenues and no liabilities as at the periods indicated below. Copies of such financial statements are available under the Company's profile on SEDAR+ at www.sedarplus.ca.

For further information relating to the Company, Green Canada and the Transactions, please refer to the Listing Application available under the Company's profile at www.sedarplus.ca.

Early Warning Disclosure - PTX Metals

Prior to the Transactions, PTX Metals did not own, control or have direction over any securities of the Company. Pursuant to the RTO, PTX Metals acquired 18,166,700 Resulting Issuer Shares (the "Acquired Securities") in exchange for 18,166,700 common shares of Green Canada, representing 28.46% of the total issued and outstanding Resulting Issuer Shares on a non-diluted basis. PTX Metals acquired the Acquired Securities pursuant to the RTO for investment purposes and may, depending on the market and other conditions, increase or decrease its beneficial ownership of securities of the Company, whether in the open market, by privately negotiated agreements or otherwise, subject to general market conditions and other available investment and business opportunities.

The disclosure under this portion of the press release is made in connection with the filing of an early warning report by PTX Metals pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bids and Insider Reporting Issues. A copy of the early warning report filed by PTX Metals can be viewed at the Company's SEDAR+ profile at www.sedarplus.ca.

For more information, or to obtain a copy of the early warning report, please contact:

PTX Metals Inc.
Greg Ferron, CEO
The Exchange Tower, 130 King St W, Suite 3680, Toronto, Ontario M5X 1B1
Email: gferron@ptxmetals.com | Tel: (416) 270-5042

Neither 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 press release.

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 the Company expects or anticipates will or may occur in the future, including: the anticipated use of proceeds from the Private Placement; TSXV's final approval of the Listing Application; the expected timing for the commencement of trading of the Resulting Issuer Shares; the Company's commitment to fund a minimum $1,500,000 exploration program on the Marshall Project within 24 months of closing; and the Company's plans with respect to the exploration and development of the Marshall Project and the North Millennium Project. 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 a number of material factors and assumptions, including: that the Company will use the proceeds of the Private Placement as anticipated; that the Company will satisfy all remaining conditions of the TSXV's conditional acceptance; that the Company will have sufficient working capital, and access to additional financing on terms acceptable to it, to fund the minimum $1,500,000 exploration program on the Marshall Project and its remaining cash installment obligations to Basin Energy and BSN Marshall as they become due; expenditures incurred on the Company's properties will qualify as "Canadian exploration expenses" and "flow-through critical mineral mining expenditures" under the Income Tax Act (Canada); and that there will be no material adverse change in uranium prices, capital market conditions or the regulatory and political environment in which the Company operates. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management as at the date of this news release, 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. Material risk factors that could cause actual results to differ materially from the Company's plans or expectations include: the risk that the Company does not satisfy the remaining conditions of the TSXV's conditional acceptance, and that trading in the Resulting Issuer Shares does not commence when expected or at all; the risk that the Company does not use the proceeds of the Private Placement as anticipated; the risk that the Company is unable to raise additional capital on terms acceptable to it to fund its remaining cash installment obligations to Basin Energy and BSN Marshall; the risk that expenditures do not qualify as "Canadian exploration expenses" or "flow-through critical mineral mining expenditures", or cannot be renounced with the anticipated effective date, which could give rise to adverse tax consequences for subscribers and indemnification obligations of the Company; volatility in uranium prices and in the market price of the Resulting Issuer Shares; delays in obtaining, or the failure to obtain, permits, surface access rights and other governmental, regulatory or Indigenous consultation approvals; risks relating to title to, and the maintenance in good standing of, the Company's mineral claims; the Company's dependence on a small number of key personnel; and general economic, market and business conditions. This list is not exhaustive of the factors that may affect the Company's forward-looking information; additional risk factors are described in the Listing Application available under the Company's profile on SEDAR+ at www.sedarplus.ca.

Although the Company has 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.

The forward-looking information and statements contained in this news release are made as of the date of this news release. The Company's policy for updating forward-looking information consists solely of the procedures required under section 5.8 of National Instrument 51-102 - Continuous Disclosure Obligations, and the Company does not undertake to update or revise any forward-looking information or forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities legislation.

Not for distribution to U.S. news wire services or dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/312303

Source: Green Canada Corporation

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