ASX-listed Basin Energy has executed a definitive agreement to divest its 100%-owned Marshall uranium project in Saskatchewan to Green Canada Corporation (GCC), crystallising up to C$900 000 in staged cash and scrip payments plus a 9.99% equity stake in the resulting listed vehicle.

The transaction follows a binding letter of intent announced in November. The deal remains conditional primarily on GCC completing a proposed reverse takeover of Maackk Capital and securing a minimum C$2.5-million financing ahead of a planned listing on the Canadian Securities Exchange or other mutually agreed exchange.

GCC is a 54%-owned subsidiary of PTX Metals and is advancing uranium assets across the Athabasca basin, Thelon basin and Quebec.

Under the agreed terms, Basin will receive C$600 000 in cash, payable in four equal annual installments starting on closing, and C$300 000 in shares, issuable in three equal yearly installments based on the five-day volume-weighted average price prior to issuance. In addition, Basin will hold 9.99% of the total issued capital of the newly listed entity on a non-diluted basis after completion of the concurrent financing, subject to a 12-month escrow.

Basin will also receive 400 000 shares in the resulting issuer in consideration for granting GCC a nine-month exclusivity period over the North Millennium joint venture (JV) project.

MD Pete Moorhouse said the agreement would unlock value while retaining exposure.

“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.”

As part of the deal structure, Basin retains a right of first refusal on any future sale of the Marshall project by GCC for three years following closing. The company also holds a repurchase right to acquire a 25% interest in Marshall for C$1-million for up to five years from closing, or until GCC has incurred C$10-million in exploration expenditure on the project, whichever occurs first.

GCC is required to fund an initial work programme at Marshall within 24 months of closing, with a budget of at least C$1.5-million or the minimum expenditure required to maintain the mineral claims in good standing, whichever is greater.

In parallel, Basin and JV partner CanAlaska Uranium have granted GCC a nine-month exclusivity period to undertake due diligence and negotiate a potential earn-in of up to 51% in the North Millennium project, currently held on a 40:60 basis between Basin and CanAlaska.

The Marshall and North Millennium projects are located less than 11 km from Cameco’s Millennium deposit and about 40 km from the McArthur River uranium mine in Saskatchewan’s Athabasca basin, and are considered prospective for unconformity-style uranium mineralisation.