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

Gold Basin Resources and CANEX Metals have entered into a definitive Arrangement Agreement to combine their businesses via a plan of arrangement. Gold Basin shareholders will receive 0.592 CANEX shares for each Gold Basin share held—the same ratio as the original hostile bid. The deal gives existing CANEX shareholders approximately 67.7% of the combined company, while former Gold Basin shareholders will own 32.3% on a fully diluted basis. CANEX will also provide a senior secured term loan of up to $900,000 to Gold Basin to resolve short‑term liquidity needs. The arrangement is expected to close in June 2026, subject to court, shareholder, regulatory and stock exchange approvals.

This news marks the end of a protracted and contentious M&A battle. Gold Basin’s previous board unanimously rejected the same 0.592x offer in October 2025, citing the Helix JV, excessive conditions and a “superior” standalone plan. Since then, a court‑ordered shareholder meeting replaced the board with nominees aligned with CANEX; the new board immediately disavowed the Helix joint venture, terminated former CEO Charles Straw for cause (alleging fraud and breach of duties), and pursued legal action to nullify the Helix agreement. CANEX withdrew the original bid conditions and converted the transaction into a court‑approved plan of arrangement, which requires a 66⅔% vote but removes the coercive tender process.

The arrangement achieves what the hostile bid could not: full consolidation of the advanced oxide gold district in Arizona, elimination of the Helix overhang, and a financial lifeline to keep the company afloat. The 242% premium cited is calculated off Gold Basin’s last trading price before the cease‑trade order, but the nominal price remains $0.05. Nevertheless, the deal ends the status of Gold Basin as a suspended, liquidity‑starved orphan and gives its shareholders a stake in a funded, progressing entity. The settlement of the Charrua Capital loan (May 6 2026) removes another legacy liability and should ease closing. Given the multitude of legal and governance hurdles overcome, this definitive agreement is unquestionably material and a game‑changer for the company’s long‑suffering shareholders.

Gold Basin Resources Corp. is a junior explorer focused on the Gold Basin oxide gold project in Mohave County, Arizona. The 42 km² property hosts a near‑surface oxide gold system where historical drilling has defined zones of mineralization amenable to heap‑leach processing. CANEX’s complementary assets include the Louise copper‑gold project in British Columbia, adding diversification to the combined entity. The Arizona camp is the core asset and the primary driver of the merger.