CANEX and Gold Basin Resources Announce Arrangement Agreement to Facilitate CANEX'S Acquisition of Remaining Gold Basin Shares

The most recent news, dated May 12, 2026, announces a definitive Arrangement Agreement for CANEX Metals Inc. to acquire all remaining issued and outstanding common shares of Gold Basin Resources Corporation. This is the final, friendly consolidation step following CANEX's hostile takeover bid. Key terms include an exchange ratio of 0.592 CANEX shares for each Gold Basin share, resulting in CANEX issuing approximately 38.5 million new shares and former Gold Basin holders owning roughly 32.3% of the combined entity. The deal provides a 242% premium based on Gold Basin's last trading price before a cease-trade order. As a condition, CANEX is providing a senior secured term loan of up to $900,000 to Gold Basin for working capital. The arrangement is expected to close in June 2026, pending approvals.

This news follows a rapid succession of events in May 2026 where CANEX, now the controlling shareholder, moved to clean up Gold Basin’s legacy issues. On May 5, CANEX announced the purported Helix Resources joint venture on the Gold Basin property is invalid, alleging it was executed in violation of a court order. On May 6, a settlement was reached with Charrua Capital LLC to resolve a disputed loan, with Gold Basin paying US$217,367.40 to discharge all claims.

This Arrangement Agreement is the material game changer that consolidates a hard-fought victory. The impact is multifaceted: - Completion of Control: It moves CANEX from a ~67.7% controlling stake to 100% ownership, enabling full operational and corporate integration without minority shareholder friction. - Resolution of Uncertainty: It definitively concludes the hostile takeover saga, the court battles, and the legacy liabilities (Charrua loan, Helix JV) that were actively being resolved in the days leading up to this agreement. The offering of a secured loan by CANEX to Gold Basin underscores Gold Basin's dire financial state and the immediate need for capital, which CANEX is now providing. - Valuation & Dilution: The exchange ratio remains consistent with the original offer (0.592), but the deal crystallizes significant dilution for existing CANEX shareholders. The ~38.5 million shares issued represent a substantial increase from the ~146.6 million shares outstanding noted in the December 2025 presentation. The total fully diluted share count will climb significantly. The "242% premium" tagline is based on a depressed, pre-cease trade order price and is more a reflection of Gold Basin's distress than a premium over any fundamental value. - Strategic Execution: This is the precise scenario management outlined and fought for over the past year. The news is the culmination of a disciplined, if ruthless, acquisition strategy. The pre-agreement actions to invalidate the Helix JV and settle the Charrua loan were critical to delivering a clean asset into the arrangement, directly fulfilling key conditions from the original 2025 takeover bid circular. The conversion of a hostile bid to a negotiated arrangement is the final, critical de-risking event.

CANEX Metals Inc. is a junior exploration company with a two-pronged strategy: advancing a district-scale oxide gold project in Arizona and exploring a copper-gold porphyry in British Columbia. The flagship project is the Gold Range Project in Northern Arizona. This project's strategic value is centered around the successful consolidation of the adjacent Gold Basin Resources Corp. property. The combined land package creates a large, advanced-stage oxide gold district with multiple zones of near-surface, bulk-tonnage gold mineralization and historically strong drill results across an 8km x 8km area. The secondary asset is the Louise Copper-Gold Porphyry Project in British Columbia, which holds a historic inferred resource of ~0.92 Moz Au and 658 Mlb Cu and has new, untested geophysical targets.