Calgary, Alberta--(Newsfile Corp. - September 3, 2026) - Critical Minerals Americas Inc. ("CMAI") and Good2Go4 Corp. (TSXV: GFOR.P) ("GFOR") are pleased to provide an update regarding the financing being undertaken in connection with the proposed reverse takeover of GFOR by CMAI (the "RTO Transaction"), as previously announced in a comprehensive news release dated March 30, 2026 (the "Prior News Release") https://www.newsfilecorp.com/release/290436/.

To date, CMAI has received an aggregate of approximately C$4,225,000 in subscription and commitments from investors participating in CMAI's financing.

As noted in the Prior News Release, the Offering consists of the following securities:

• Hard Dollar Units at a price of $1.20 per HD Unit; each Unit is comprised of one common share and ½ warrant, each full warrant entitles the holder to purchase 1 common share at $1.55 per common share for a period of 3 years.
• Flow-Through Units at a price of $1.40 per FT Unit; each Unit is comprised of one common share and ½ warrant, each full warrant entitles the holder to purchase 1 common share at $1.55 per common share for a period of 3 years.

Financing Update

CMAI is no longer proceeding with the financing on a brokered basis and intends to continue its financing efforts on a non-brokered private placement basis (the "Non-Brokered Financing").

The target amount to be raised remains $8 million, or such other amount CMAI and GFOR may determine, in their sole discretion. Financial terms and use of funds remain as previously announced.

Next Steps

CMAI intends to continue accepting additional subscriptions and commitments while advancing the Non-Brokered Financing. CMAI and GFOR also continue to advance the documentation, regulatory filings and other matters required in connection with the RTO Transaction.

Denis A. Clement, President & CEO, Critical Minerals Americas Inc. stated:

"We are very pleased with the continued investor interest in CMAI's financing. The subscriptions and commitments received to date represent an important milestone toward completing CMAI's financing and reflect growing confidence in CMAI's strategy, management team and the long-term potential of the SBH Polymetallic Black Shale Project in Alberta.

As global demand for secure and diversified supplies of critical minerals continues to accelerate, CMAI's SBH Project is strategically positioned to advance the development of CMAI's significant Canadian source of multiple critical minerals and rare earth elements. These resources have the potential to enhance the energy transition, advanced manufacturing, defense, Indigenous economic participation and the security of North American, NATO and allied supply chains.

CMAI's broader vision is to establish a potential cornerstone of a new Alberta critical-minerals industry by combining a large, polymetallic mineral system with Canadian processing capabilities and access to secure North American and allied markets. This vision will assist in establishing an integrated Canadian critical-minerals supply chain that can create long-term economic value for Alberta, Canada, Indigenous communities and our allies."

Further updates will be provided as material developments occur.

Cautionary Statement and Forward-Looking Information

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 RTO 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 RTO Transaction is subject to a number of conditions, including but not limited to, TSX Venture Exchange acceptance and if applicable pursuant to TSXV Venture Exchange requirements, majority of the minority shareholder approval. Where applicable, the RTO Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO 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 RTO Transaction, any information released or received with respect to the RTO 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 has in no way passed upon the merits of the proposed RTO Transaction and has neither approved nor disapproved the contents of this press release

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 Offering, the timing for the Offering and the terms and size thereof. 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 (including after giving effect to the RTO Transaction) 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 securing executed subscription agreements in respect of subscription commitments expressed to CMAI but not yet evidenced by executed subscription agreements, the parties being able to satisfy the conditions to closing the Offering 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/312830

Source: Critical Minerals Americas Inc.