Basin Energy has signed a mineral rights sale and purchase agreement (SPA) to transfer full ownership of the Marshall Uranium Project in Saskatchewan, Canada, to Green Canada Corporation (GCC).
Basin’s agreement with GCC, a subsidiary of PTX Metals, follows a previously announced binding letter of intent (LoI).
The transaction is dependent on GCC’s proposed reverse takeover of Maackk Capital, alongside a minimum C$2.5m ($1.82m) financing and listing on the Canadian Securities Exchange or another agreed stock exchange.
As part of the transaction, Basin will receive payments including C$600,000 in cash over four years and C$300,000 in shares across three years.
Additionally, the company will acquire 9.99% of the newly listed entity’s capital post-financing, subject to a 12-month escrow period.
Alongside the Marshall agreement, Basin and CanAlaska have consented to provide GCC a nine-month exclusivity period. During this time, GCC can carry out due diligence and, if findings are favourable, engage in negotiations to establish the terms for an earn-in option.
This option would allow GCC to acquire up to a 51% stake in the North Millennium joint venture project between CanAlaska and BSN.
The deal includes a clause allowing Basin to repurchase a 25% interest in the Marshall Project for C$1,000,000. The option is available until either five years after closing or when GCC reaches C$10m in exploration expenditures.
Furthermore, GCC is mandated to invest at least C$1.5m into initial exploration activities within two years to maintain the project’s mineral claims.
Basin secured additional rights, including a three-year right of first refusal should GCC decide to sell the Marshall Project and the ability to nominate one director to the board of the resulting listed entity.
GCC has the option to withdraw from the transaction at any time following its completion. If this occurs, the project will revert to Basin and no further payments will be necessary.
Basin Energy managing director Pete Moorhouse said: “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.
“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.
“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.”
