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MAACKK Capital Corp. and URG Gold Corp. Enter into Letter of Intent to Combine and Become Listed Issuer

Calgary, Alberta--(Newsfile Corp. - September 21, 2020) -  MAACKK Capital Corp. ("MAACKK") and URG Gold Corp. ("URG") are pleased to announce the signing of a binding letter of intent (the "LOI") for a business combination between the two companies that will result in a reverse take-over of MAACKK by URG and the listing for trading of the shares of the resulting issuer on a recognized public stock exchange in Canada (the "Transaction"). The resulting issuer plans to change its name to Goldmax Resources Inc. The LOI is subject to a number of conditions including URG exercising its option to purchase the McAdams Creek Mining Claims, the parties executing a definitive agreement, URG completing a $2.0 million private placement, regulatory, corporate and shareholder approvals and other conditions customary for the Transaction.

URG
URG is a private corporation incorporated in the Province of British Columbia. URG has an option to acquire 100% ownership of the McAdams Creek Gold Mine located in Siskiyou County, California (the "McAdams Mine"). The McAdams Mine has produced gold periodically since 1892 and consists of seven (7) unpatented, federal lode mining claims covering 94.60 acres of land. Approximately $3.0 million of development work has been performed at the McAdams Mine since 2011. A current 43-101 Technical Report has been prepared for the McAdams Mine. The McAdams Mine is expected to be a low-cost gold producer with existing permits for on-site, gravity circuit processing mill.

URG's option to purchase the McAdams Mine calls for payments to the seller of US$3,500,000 over a five (5) year period. URG is also obligated to incur a minimum of $550,000 of exploration expenditures as defined in the 43-101 Technical Report within the first 12-months of exercising the purchase option.

The Transaction
MAACKK and URG have executed a LOI for a business combination between the two companies that will result in a reverse take-over of MAACKK by URG and the listing for trading of the shares of the resulting issuer on a recognized public stock exchange in Canada. The LOI will be followed by the negotiation of definitive documentation, including a definitive merger, amalgamation or share exchange agreement among the parties. All definitive documentation shall be in form and content satisfactory to MAACKK, URG and their respective boards of directors and counsel.

Under the terms of the LOI, MAACKK shall issue one MAACKK common share for each issued and outstanding URG common share. As of the date hereof, URG has 20,000,000 common shares issued and outstanding prior to the planned $2,000,000 financing and zero securities exercisable or exchangeable for, or convertible into, or other rights to acquire, URG common share.

The LOI is subject to a number of conditions including URG exercising its option to purchase the McAdams Mine, the parties executing a definitive agreement, URG completing a $2.0 million private placement, regulatory, corporate and shareholder approvals and other conditions customary for the Transaction.

The Transaction is expected to close on or before December 31, 2020.

The Resulting Issuer
On the completion of the Transaction, the board of directors of the Resulting Issuer shall consist of nominees by URG and existing MAACKK directors shall resign. In addition, it is anticipated that: (i) URG shall appoint a Chairman and Chief Executive Officer of the Resulting Issuer; (ii) existing MAACKK officers shall resign; and (iii) the Resulting Issuer shall be renamed "Goldmax Resources Inc." The Resulting Issuer is anticipated to have approximately 53 million common shares outstanding and 10 million share purchase warrants with a $0.15 exercise price and one-year term.

MAACKK and URG shall file listing documents with a recognized public stock exchange in Canada to list the shares of the Resulting Issuer for public trading.

The Financing
URG is undertaking a private placement financing of up to 20,000,000 units at $0.10 per unit. Each unit shall consist of one URG common share and one-half of a warrant to purchase a URG common share for $0.15 per share for a one-year period from the date of issue.

About MAACKK Capital Corp.

MAACKK is an investment company with a focus on the acquisition of income producing businesses.

Information related to URG and the McAdams Mine were provided by URG and have not been independently verified by MAACKK.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Peter Cheung, Chief Executive Officer and Chief Financial Officer
MAACKK Capital Corp.
Email: peter.cheung@spotlightinvestments.com

NO SECURITIES EXCHANGE NOR REGULATION SERVICES PROVIDER ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/64289

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