Good2go4 to acquire Critical Minerals Americas in RTO

Executive Summary

• Good2go4 Corp. has entered into a Letter of Intent (LOI) to complete a reverse takeover (RTO) and qualifying transaction with Critical Minerals Americas Inc. (CMAI), resulting in CMAI becoming a wholly owned subsidiary and the company changing its name to Critical Minerals Americas Inc.
• The transaction involves a concurrent private placement financing for CMAI, with Research Capital Corp. appointed as the capital markets adviser; specific price and terms for this financing are to be detailed in a subsequent release.
• Trading of Good2go4 common shares has been halted and is expected to remain halted until the completion of the RTO, after which the resulting issuer intends to apply to list on the TSX Venture Exchange under the ticker symbol CMAI.

Key Details

• Transaction Structure: The RTO is intended to be an arm's-length transaction under TSX Venture Exchange Policy 1.1 and a qualifying transaction under Policy 2.4 for Capital Pool Companies. Good2go4 will acquire all issued and outstanding securities of CMAI.
• Name and Ticker: Good2go4 will change its name to Critical Minerals Americas Inc., with the reserved ticker symbol CMAI, subject to exchange approval.
• Financing: A minimum capital raise for CMAI is required as part of the transaction. Research Capital Corp. has been appointed as the capital markets adviser for a concurrent private placement of CMAI subscription receipts.
• Target Asset (SBH Project): CMAI owns the SBH project, located ~120 km north of Fort McMurray, Alberta, in the Athabasca oil sands region. It is described as one of the largest conceptual accumulations of potentially recoverable critical minerals with rare earth elements in North America.
• Mineralization Details: The project features mineralized black shale formations containing:
  • Critical Minerals: Molybdenum, nickel, uranium, vanadium, zinc, copper, cobalt, lithium, and scandium.
  • Rare Earth Elements (REEs): Heavy and light REEs including lanthanum, cerium, praseodymium, neodymium, samarium, europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium, lutetium, yttrium, and thorium (excluding promethium).
• Exploration Status: Exploration targets are conceptual in nature per NI 43-101. No mineral resource has been defined due to insufficient exploration. Historical metallurgical bioleaching testwork by Canadian government entities showed promising economic viability.
• Strategic Positioning: The project is positioned to support North American supply chains for automotive, defense, and advanced manufacturing, leveraging Alberta’s regulatory framework and existing infrastructure (roads, power, labor).
• Proposed Management & Board:
  • Denis Clement: Founder, President, CEO, and Director.
  • John MacKenzie: CFO and Director.
  • Daniel Leroux: VP of Exploration.
  • Hon. Sonya Savage: Independent Director.
  • Gregory Turnbull: Independent Director.
  • Kenneth Bradley: Strategic Adviser.
• Qualified Person: Daniel Leroux, MSc, PGeo, has reviewed and approved the scientific and technical information regarding the SBH project.

Notable Quotes

• None explicitly quoted in the text, though the release outlines the strategic intent to "support the supply chain of automotive, defence and advanced manufacturing sectors in North America."