Canex Metals begins takeover bid for Gold Basin

Executive Summary

• Canex Metals Inc. formally commenced a takeover bid to acquire all issued and outstanding common shares of Gold Basin Resources Corp., offering 0.592 Canex share per Gold Basin share.
• The offer includes an upfront premium of ~24.2 % to the 30‑day VWAP of Gold Basin shares prior to the cease‑trade order and is open until 5 p.m. Toronto time on 2025‑12‑12.
• The bid follows a $1.3 M oversubscribed financing, a $1.16 M increase in consideration versus the June 9 offer, and highlights new geophysical targets at Canex’s Louise project.

Key Details

• Offer Ratio: 0.592 Canex common share for each Gold Basin share.
• Premium: Approximately 24.2 % to the 30‑day VWAP of Gold Basin shares before the cease‑trade order (based on Canex’s 30‑day VWAP as of Aug 27, 2025).
• Offer Period: Open until 5 p.m. Toronto time on Dec 12, 2025 (subject to extensions or withdrawal).
• Financing Background: $1.3 M oversubscribed financing disclosed June 26, 2025; total consideration increased by $1.16 M versus the earlier June 9 offer.
• Strategic Rationale:
• Consolidation of an advanced oxide‑gold exploration camp in Mojave County, AZ (multiple zones across an 8 km × 8 km area).
• Diversification into Canex’s Louise copper‑gold porphyry project (new induced‑polarization target west of historic deposit and high‑chargeability zone north of it).
• Improved liquidity: conditional TSX‑V listing for the exchanged Canex shares versus current trading halt on Gold Basin.
• Regulatory Context:
• B.C. Securities Commission partially revoked a cease‑trade order on Aug 18, 2025; Gold Basin has not provided its shareholder list.
• Offer documents filed with Canadian securities regulators and to be filed with the U.S. SEC.
• Shareholder Support: Approximately 18 % of Gold Basin’s issued shares are already pledged under lock‑up agreements to be tendered in the offer.
• Conditions of the Offer (selected):
• ≥50 % of outstanding Gold Basin shares must be deposited and not withdrawn (excluding any held by Canex or affiliates).
• Partial revocation order must remain in force or cease‑trade order must be sufficiently lifted.
• ≥66⅔ % of fully diluted Gold Basin shares must be deposited at expiry.
• Helix farm‑in agreement must be terminated; Charrua Capital loan usage must be verified as arm’s‑length.
• No material adverse effect since Oct 1, 2024 and all required regulatory approvals obtained.
• Advisers: Legal – Borden Ladner Gervais LLP; Information agent – Laurel Hill Advisory Group.

Notable Quotes

(No direct CEO/President quotes were provided in the release.)