Mr. Cameron Day reports

GENCAN CAPITAL INC. ANNOUNCES PROPOSED REVERSE TAKEOVER BY UBERCRETE ADVANCED MATERIALS INC.

On March 16, 2026, Gencan Capital Inc. entered into a letter agreement with Ubercrete Advanced Materials Inc. The letter agreement outlines the proposed terms and conditions pursuant to which the company and Ubercrete propose to complete a business combination that will result in the reverse takeover of the company by Ubercrete. The proposed transaction is an arm's-length transaction.

Transaction details

The proposed transaction is anticipated to be completed through a business combination by way of an amalgamation, arrangement, share exchange or other similarly structured transaction, which will result in the company, upon completion of the proposed transaction becoming the holding company of Ubercrete, with the security holders of Ubercrete receiving common shares of the resulting issuer. The resulting issuer shares are proposed to be listed on the Canadian Securities Exchange (CSE). The final structure for the proposed transaction is subject to satisfactory tax, corporate and securities law advice for both the company and Ubercrete.

Completion of the proposed transaction is subject to a number of conditions, which include, among others, (i) receipt of all necessary third party consents and all corporate and regulatory approvals; (ii) conditional approval of the listing of the resulting issuer shares on the CSE; (iii) satisfactory completion of due diligence by the company and Ubercrete; (iv) execution of the definitive agreement; (v) the representations and warranties of each party being true and correct as of the date of the closing of the proposed transaction; and (vi) no material adverse change of each of the company and Ubercrete. There can be no assurance that the proposed transaction will be completed as proposed or at all.

In connection with the proposed transaction, the company will, among other things: (i) change its name to such name as determined by Ubercrete in its sole discretion, in compliance with applicable law; (ii) consolidate its outstanding shares on a 2:1 basis; (iii) exchange securities of Ubercrete for securities of the resulting issuer based on a one-for-one exchange ratio; (iv) replace all directors and officers of the company on closing of the proposed transaction with nominees of Ubercrete; and (v) if deemed necessary by Ubercrete, adopt a new option plan for the resulting issuer.

Ubercrete financing

Prior to or concurrent with the closing of the proposed transaction, Ubercrete intends to complete a private placement offering of common shares for aggregate gross proceeds of up to $5-million at 25 cents per share or such other amount as determined by the company and Ubercrete. The final terms as to the structure of the financing and any commission and/or finders' fees are subject to the final agreement between the company and Ubercrete and will be provided in subsequent news releases.

Further information

Further details of the proposed transaction, the business and operations of Ubercrete (including applicable financial statements) and the management and board of directors of the resulting issuer will be included in subsequent news releases and other disclosure document to be prepared and filed in connection with the proposed transaction. Investors are cautioned that any information released or received with respect to the transaction in this news release may not be complete and should not be relied upon. A copy of the disclosure document will be available electronically on SEDAR+ under the company's issuer profile in due course.

About Ubercrete Advanced Materials Inc.

Ubercrete is a technology company focused on transforming traditional concrete through proprietary formulations and processes that deliver high performance concrete solutions to commercial and residential projects. Ubercrete applies state-of-the-art volumetric mixing and novel additive technologies to bring innovative, high performance solutions to the construction sector. Its unique, patentable technologies are developed through practical R&D (research and development) and partnerships with world-renowned academic institutions, with a long-term strategy to license these innovations globally.

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