M&A / Property
Gencan Capital Inc. Announces Proposed Reverse Takeover by Ubercrete Advanced Materials Inc.

GCA · Price
Executive Summary
- Gencan Capital Inc. entered into a Letter Agreement with Ubercrete Advanced Materials Inc. to effect a reverse takeover, whereby Ubercrete will become the holding company of the combined entity.
- The transaction will involve consolidation of Gencan’s shares on a 2:1 basis, a one‑for‑one exchange of Ubercrete securities for shares of the resulting issuer, and replacement of all directors and officers with Ubercrete nominees.
- Prior to or concurrent with closing, Ubercrete plans a private placement of up to C$5 million at C$0.25 per share to fund the combination.
Key Details
- Letter Agreement Date: March 16, 2026.
- Proposed Structure: Amalgamation, arrangement, share exchange or similar transaction resulting in Ubercrete becoming the holding company; resulting issuer shares to be listed on the Canadian Securities Exchange (CSE).
- Share Consolidation: Gencan’s outstanding shares will be consolidated on a 2:1 basis.
- Exchange Ratio: One‑for‑one exchange of Ubercrete securities for shares of the Resulting Issuer.
- Corporate Changes: Post‑closing, all directors and officers of Gencan will be replaced by nominees of Ubercrete; company name to be changed at Ubercrete’s discretion; possible adoption of a new option plan.
- Conditions to Closing:
- Receipt of required third‑party consents and corporate/regulatory approvals.
- Conditional CSE listing approval for the Resulting Issuer shares.
- Satisfactory due diligence by both parties.
- Execution of definitive agreement.
- No material adverse change to either party.
- Financing (Ubercrete): Private placement of common shares up to C$5,000,000 at C$0.25 per share; final terms (structure, fees) to be disclosed in subsequent releases.
- Regulatory Disclosures: Transaction subject to tax, corporate and securities law advice; forward‑looking statements included with standard cautionary language.
Notable Quotes
(No direct quotes were provided in the release.)