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

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Calgary, Alberta--(Newsfile Corp. - March 4, 2026) - Good2Go4 Corp. (TSXV: GFOR.P) ("GFOR") is pleased to announce that it has entered into a letter of intent dated February 27, 2026 (the "LOI") with Critical Minerals Americas Inc. ("CMAI"), pursuant to which GFOR and CMAI intend to complete a business combination or other similarly structured transaction, which will constitute a reverse takeover of GFOR (the "RTO Transaction"). 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 (the "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 GFOR has been halted, and it is expected that the common shares of GFOR will remain halted until completion of the RTO Transaction. Pursuant to the RTO Transaction, GFOR will change its name to "Critical Minerals Americas Inc." (the "Name Change") 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 (the "Closing"), it is expected that GFOR 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 GFOR (after the Closing, the "Resulting Issuer"). On completion of the RTO Transaction, which is subject to, among other things, the negotiation and execution of a binding definitive agreement (the "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, GFOR intends to apply to list the common shares of the Resulting Issuer on the Exchange (the "Listing"). Pursuant to the terms of the LOI, the parties are obligated to proceed diligently and in good faith towards execution of the definitive agreement, which is underway. In connection with the RTO Transaction, CMAI has appointed Research Capital Corporation as a capital markets advisor for a concurrent private placement financing of subscription receipts of CMAI (the "CMAI Financing"). The price and terms of the subscription receipts of the CMAI Financing will be detailed in a subsequent press 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% owned SBH Project. The SBH Project is located ~120 km north of Fort McMurray, Alberta, 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 ("NI 43-101") – 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; and
  • 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, defense 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 neighboring resource projects.

Historical Metallurgical Bioleaching Test Work 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 & Chief Executive Officer, Director

Mr. Clement, is a highly experienced international business executive with over 40 years' experience in finance, M&A, 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' 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 (ret.) and has a B.Comm. from Concordia University, a LL.B. from the University of Ottawa and a LL.M from the London School of Economics and Political Science, University of London.

John MacKenzie, Chief Financial Officer & 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 ten years in the Entrepreneurial Services Group at E&Y / CG, Mr. MacKenzie spent fifteen years as founder and CEO at Canada's largest international large jet cargo airline AllCanada Express, now part of Cargojet Inc. and six years as COO at ORNGE, Ontario's air ambulance provider. Mr. MacKenzie was former Chief Executive Officer of New Ruby Mining Corporation and Bronte Gold Corp., both exploration companies and has been an advisor 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, valuation studies, and has extensive corporate and operational experience. He was the President and CEO and Director of Zodiac Gold Inc. ("Zodiac"), 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 Limited, 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 P.Geo. 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 Limited, 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 Advisor to Fasken. Prior to joining Fasken, he was a long-time partner and Managing Partner at McCarthy Tétrault 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 Advisor

Ken 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, Ken 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, represented Alberta in numerous federal-provincial initiatives. Ken 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, M.Sc., P.Geo., 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 GFOR 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.

For further information concerning this press release, please contact the respective representatives of GFOR and CMAI as follows:

About Good2Go4 Corp.

GFOR was incorporated under the Canada Business Corporations Act on June 23, 2021 and is a capital pool company listed on the Exchange. GFOR has no commercial operations and has no assets other than cash. GFOR'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.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States. The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release

Cautionary Statement and Forward-Looking Information

All information contained in this news release with respect to CMAI and GFOR was supplied by the parties, respectively, for inclusion herein, and each such party has relied on the other party for any information concerning such party.

Certain statements contained in this press release constitute forward-looking information, including statements regarding the completion of the RTO Transaction and the CMAI Financing, the exercise of the Agent's Option, the timing for the CMAI Financing and the terms and size thereof and expected issuance of approval of GFOR's shareholders and the Exchange. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on the parties' current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. The business of GFOR and the Resulting Issuer is subject to a number of material risks and uncertainties. Please refer to SEDAR+ filings for further details. Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to the parties. The material factors and assumptions include the parties being able to negotiate and enter into the Definitive Agreement and satisfy the conditions to closing the CMAI Financing and the RTO Transaction, including obtaining the necessary corporate, regulatory and other third party approvals. The forward-looking information contained in this news release is made as of the date hereof and the parties are not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/286272