Mr. Denis Clement reports
GOOD2GO4 CORP. ANNOUNCES LETTER OF INTENT FOR PROPOSED QUALIFYING TRANSACTION WITH CRITICAL MINERALS AMERICAS INC., TO ADVANCE ITS LARGE-SCALE CONCEPTUAL MINERALIZED SHALE EXPLORATION OF CRITICAL MINERALS WITH RARE EARTH ELEMENTS ASSETS
Good2go4 Corp. has entered into a letter of intent (LOI) dated Feb. 27, 2026, with Critical Minerals Americas Inc. (CMAI), pursuant to which Good2go4 and CMAI intend to complete a business combination or other similarly structured transaction, which will constitute a reverse takeover (RTO) of Good2go4. It is intended that the RTO transaction will be an arm's-length transaction, as such term is defined Policy 1.1, Interpretation of the Corporate Finance Policies, of the TSX Venture Exchange and will constitute the qualifying transaction for GFOR, as such term is defined in Policy 2.4, Capital Pool Companies, of the corporate finance policies of the exchange. Trading of the common shares of the Good2go4 has been halted and it is expected that the common shares of Good2go4 will remain halted until completion of the RTO transaction. Pursuant to the RTO transaction, Good2go4 will change its name to Critical Minerals Americas Inc. and has reserved the ticker symbol CMAI, subject to approval of the exchange.
Pursuant to the terms of the LOI and subject to certain conditions, including receipt of applicable regulatory and shareholder approvals, at the closing of the RTO transaction, it is expected that Good2go4 will, through a series of steps, acquire all the issued and outstanding securities of CMAI. At the closing, CMAI will become a wholly owned subsidiary of Good2go4. On completion of the RTO transaction, which is subject to, among other things, the negotiation and execution of a binding definitive agreement, the completion of a minimum capital raise for CMAI in a concurrent financing, and such other terms and conditions as are customary for transactions of a similar nature, Good2go4 intends to apply to list the common shares of the resulting issuer on the exchange. Pursuant to the terms of the LOI, the parties are obligated to proceed diligently and in good faith toward execution of the definitive agreement, which is under way. In connection with the RTO transaction, CMAI has appointed Research Capital Corp. as a capital markets adviser for a concurrent private placement financing of subscription receipts of CMAI. The price and terms of the subscription receipts of the CMAI financing will be detailed in a subsequent news release.
About Critical Minerals Americas Inc.
CMAI is advancing the development of long-term domestic supplies of critical minerals and rare earth elements (REEs) through its 100-per-cent-owned SBH project. The SBH project is located approximately 120 kilometres (km) north of Fort McMurray, Alta., in the Athabasca oil sands region, and is conceptually one of the largest accumulations of potentially recoverable critical minerals with rare earth elements located in North America.
Large-scale conceptual mineralized shale exploration tonnage target size (National Instrument 43-101, Standards of Disclosure for Mineral Projects -- completed in August, 2025)
In accordance with NI 43-101, the potential quantity and grade of the exploration targets are conceptual in nature. There has been insufficient exploration to define a mineral resource as defined by NI 43-101 and it is uncertain if further exploration will result in the exploration targets being delineated as a mineral resource.
Established accumulations of critical minerals and heavy/light rare earths
Mineralized black shale formations include:
- Critical minerals -- molybdenum, nickel, uranium, vanadium, zinc, copper, cobalt, lithium, scandium;
- Heavy and light REEs -- lanthanum, cerium, praseodymium, neodymium, samarium, europium, gadolinium, terbium, dysprosium, holmium, erbium, thulium, ytterbium, lutetium, yttrium and thorium, excluding promethium.
SBH project is located in a strategic jurisdiction with aligned interests of North American governments:
- Strategically positions CMAI to support the supply chain of automotive, defence and advanced manufacturing sectors in North America, which were disrupted by export controls on heavy rare earths from China;
- SBH project is located in Alberta, Canada, with established permitting and regulatory frameworks;
- Expected access to roads, power, skilled labour and services enables faster development and lower capital intensity from neighbouring resource projects.
Historical metallurgical bioleaching testwork with demonstrated recoveries:
- Prior bioleaching test work on SBH project's black shales conducted by the government of Canada, the Province of Alberta, and other private and public organizations;
- Results of bioleaching showed promising economic viability of deposits;
- Advancing processing and bioleaching concepts, positioning CMAI as part of the midstream solution in addition to upstream, further aligning with government interests to build processing capacity outside of China.
Proposed management team and directors
Upon completion of the RTO transaction, the following individuals will comprise the management and board of directors of the resulting issuer.
Denis Clement, founder, president and chief executive officer, and director
Mr. Clement is a highly experienced international business executive with over 40 years of experience in finance, M&A (merger and acquisition), banking, law and management, primarily in the finance, oil and gas, mining, and tech industries, having raised over $2-billion in debt and equity in various industries, including the mineral resource business. Mr. Clement has been a founder and a director of a number of successful resource, technology and finance companies. In particular, he was the founding president of CGX Energy Inc. and founder of Omai Gold Mines Corp., both exchange-listed companies, and has been involved in finance and business in numerous different international jurisdictions. Mr. Clement specifically has 11 years of experience on CMAI's current Alberta project as former chairman and director of DNI Metals Inc. Mr. Clement also practiced international and commercial law at Smith Lyons LLP, now Gowling WLG. Mr. Clement is a member of the Law Society of Ontario (retired), and has a BComm from Concordia University, an LLB from the University of Ottawa, and an LLM from the London School of Economics and Political Science, University of London.
John MacKenzie, chief financial officer and director
Mr. MacKenzie is a founder and former chief financial officer of Evergreen Environmental Inc., an anaerobic digester of organic waste producing renewable natural gas. After spending 10 years in the Entrepreneurial Services Group at E&Y/CG, Mr. MacKenzie spent 15 years as founder and chief executive officer at Canada's largest international large jet cargo airline, AllCanada Express, now part of Cargojet Inc., and six years as chief operating officer at ORNGE, Ontario's air ambulance provider. Mr. MacKenzie was former chief executive officer of New Ruby Mining Corp. and Bronte Gold Corp., both exploration companies, and has been an adviser to numerous domestic and international clients in the mining, financial services, energy, aviation, technology and emergency medical services.
Daniel Leroux, vice-president of exploration
Mr. Leroux is a professional geologist with over 30 years of experience in geology and mineral exploration in Canada, and internationally in Africa, Europe, South America and Russia. He has been involved in project management, resource-reserve estimation, preliminary economic assessment to feasibility studies, due diligence studies and valuation studies, and has extensive corporate and operational experience. He was the president and CEO and a director of Zodiac Gold Inc., a private mineral exploration company (now an exchange-listed public company) from January, 2021, to March, 2022, where he was responsible for the planning and discovery of Zodiac's Arthington gold target area, which is emerging as one of the most promising gold discoveries in West Africa. From 1993 to 2015, Mr. Leroux was a co-owner, vice-president and principal geologist of A.C.A. Howe International Ltd., a Canadian-based geological and mining consulting firm. Mr. Leroux holds both a master of science and bachelor of science degrees in geology from Laurentian University. He is also a qualified person as defined by NI 43-101, and is a registered PGeo in Ontario and Saskatchewan, and is a member of the Society of Economic Geologists, and the Prospectors & Developers Association of Canada.
Hon. Sonya Savage, King's Counsel, independent director
Ms. Savage is a leading advocate in the energy industry, bringing a rare combination of senior government leadership, corporate executive experience and private legal practice. She served for four years as a senior minister in the government of Alberta, most recently as Minister of Environment and Protected Areas, and previously as Minister of Energy and Minister of Justice and Solicitor General. As Minister of Environment and Protected Areas, Ms. Savage led the development of Alberta's emissions reduction and energy development plan 2023, modernized Alberta's industrial carbon pricing and emissions trading system (TIER), and oversaw Alberta's ESG Secretariat, Emissions Reduction Alberta, Natural Resources Conservation Board and Environmental Appeals Board. She also served as Alberta's primary intergovernmental representative on federal energy, climate and environmental policy matters. As Minister of Energy, Ms. Savage oversaw Alberta's energy and mineral resources, represented the province internationally at OPEC meetings and across the United States and Europe, and led the development of legal, policy and fiscal frameworks for emerging growth areas, including carbon capture, utilization and storage (CCUS), hydrogen, critical minerals, small modular reactors, geothermal energy, and renewables. Prior to public office, Ms. Savage held senior executive roles with the Canadian Energy Pipeline Association and Enbridge. She earned a master of laws (LLM) in 2015, with a published thesis on the evolving role of the National Energy Board and was appointed King's Counsel in 2022. She is currently senior counsel at Borden Ladner Gervais LLP.
Gregory Turnbull, King's Counsel, independent director
Mr. Turnbull brings extensive experience in corporate governance, finance and securities laws, having served as an officer or director of numerous public and private companies. His prior board roles include Crescent Point Energy, Heritage Oil Ltd., Storm Resources Ltd. and Sunshine Oilsands Ltd., as well as serving as chair of Alberta Health Services and chair of the Calgary Zoo. Mr. Turnbull is currently a director of SNDL Inc., Fiddlehead Resources Corp. and Sleeping Giant Capital Corp., and recently served as strategic adviser to Fasken. Prior to joining Fasken, he was a long-time partner and managing partner at McCarthy Tetrault LLP, where he advised boards of directors and special committees on complex corporate governance matters. His experience includes advising on public and private equity and debt financings, takeover bids, initial public offerings, business combinations, and international stock exchange listings. Mr. Turnbull holds a bachelor of arts (honours) from Queen's University and a bachelor of laws degree from the University of Toronto.
Kenneth Bradley, strategic adviser
Mr. Bradley has held several senior positions with the government of Alberta, including Assistant Deputy Minister for Research and External Relations in the Department of Energy, vice-chairman of the Alberta Oil Sands Technology Research Authority (AOSTRA) (responsibilities subsequently incorporated into Alberta Innovates), where he was responsible for evaluating and funding oil sands technology initiatives, as well as managing the government of Alberta's oil sands intellectual property, and Assistant Deputy Minister, International Marketing and Regional Development, in the Department of Economic Development. While serving the government of Alberta, Mr. Bradley also served as a governing board member of the United Nations UNITAR Centre for Heavy Oil, acted as vice-chairman of the China-Alberta Petroleum Training Centre in Beijing, and represented Alberta in numerous federal-provincial initiatives. Mr. Bradley also worked closely with senior officials in the U.S. Department of Energy, the Federal Energy Regulatory Commission (FERC) and the California Public Utilities Commission (CPUC).
Qualified person
Daniel Leroux, MSc, PGeo, is an independent qualified person for the purposes of NI 43-101, and has reviewed and approved the scientific and technical information in this news release.
Further information
CMAI and Good2go4 intend to provide additional information, including additional details on CMAI, the RTO transaction and the CMAI financing, in subsequent news releases and/or supplement to GFOR's information circular or filing statement to be prepared in accordance with the listing requirements of the exchange's policies.
About Good2Go4 Corp.
Good2go4 was incorporated under the Canada Business Corporations Act on June 23, 2021, and is a capital pool company listed on the exchange. Good2go4 has no commercial operations and has no assets other than cash. Good2go4's only business is to identify and evaluate assets or businesses with a view to completing a qualifying transaction as defined in Policy 2.4, Capital Pool Companies, of the corporate finance policies of the exchange.
We seek Safe Harbor.
© 2026 Canjex Publishing Ltd. All rights reserved.