Canex Metals calls Gold Basin AGM for March 16

Executive Summary

• Canex Metals Inc., the controlling shareholder (holding >54% of shares), has issued a dissident proxy circular and notice for an Annual General Meeting (AGM) of Gold Basin Resources Corp. to be held on March 16, 2026, following a court order from the Supreme Court of British Columbia.
• The meeting aims to elect a new board of directors nominated by Canex (Shane Ebert, Mark Ernst, James Paterson, John Robins, Jordan Ross), appoint an auditor, and fix the board size at five directors.
• Canex alleges severe corporate governance failures by the incumbent Gold Basin management, including a cease trade order, lack of financial statements since September 2024, resignation of key officers (CFO, Corporate Secretary, Auditor, Transfer Agent), and undisclosed related-party transactions.

Key Details

• Meeting Logistics:
  • Date: March 16, 2026, at 10:00 a.m. (Vancouver time).
  • Location: 1200 Waterfront Centre, 200 Burrard St., Vancouver, B.C.
  • Proxy Deadline: March 12, 2026, at 10:00 a.m. (Vancouver time).
  • Proxy Solicitor: Laurel Hill Advisory Group retained by Canex; estimated cost up to $50,000 plus disbursements and success fee.
• Agenda Items:
  • Receive and consider audited financial statements for the fiscal year ended Dec. 31, 2024.
  • Appoint auditor and authorize director remuneration for the auditor.
  • Pass ordinary resolution fixing the board size at five directors.
  • Elect five nominees: Shane Ebert, Mark Ernst, James Paterson, John Robins, and Jordan Ross.
• Alleged Governance Failures Cited by Canex:
  • Trading Halt: BC Securities Commission imposed a cease trade order on May 6, 2025; TSX-V trading halted the next day.
  • Financial Disclosure: No financial statements filed since September 2024 (16 months prior to release).
  • Missing Officers: CFO Stephen Pearce resigned Sept. 25, 2025; Corporate Secretary role vacant; Auditor Manning Elliott LLP resigned June 28, 2025; Transfer Agent TSX Trust resigned Aug. 21, 2025 (reinstated by court order Feb. 2, 2026).
  • Corporate Standing: No annual report filed since Nov. 24, 2022; company not in good standing with BC Registry Services.
  • Related Party Transactions:
    • Helix Farm-in: April 28, 2025, agreement with Helix Resources Ltd. granting up to 40% interest and 1% NSR for 150 million Helix shares. Alleged lack of disclosure, fairness evidence, and TSX-V approval.
    • Charrua Capital Loan: Jan. 19, 2026, updated terms for $500,000 USD unsecured loan from related party Charrua Capital LLC, with Gold Basin project assets used as security. Outstanding balance approx. $856,730 CAD ($617,652 USD) due March 31, 2026. Alleged lack of disclosure and defensive tactic against Canex bid.
  • Litigation:
    • Harris Exploration Drilling & Associates suing for $285,193 USD in outstanding payments.
    • Former CFO/Corp Sec/Director Mark Lotz suing for $62,757.53 in unpaid directors fees.
    • Former Auditor Manning Elliott LLP suing for $77,065.14 in unpaid accounting fees.
• Shareholder Performance Context:
  • Gold Basin reported negative total shareholder returns of -43.75% in the year prior to the cease trade order, compared to +58.54% for the MVIS Global Junior Gold Miners Index (MVGDXJ).
  • Since the cease trade, MVGDXJ returned +117.38%, while Gold Basin shareholders have been unable to trade.

Notable Quotes

• "Gold Basin has been in crisis for the past year. Instead of a capable board working to create value for shareholders, the board has been directly responsible for diminishing and paralyzing shareholders' investment in Gold Basin, showing a flagrant disregard for securities laws, continuous disclosure obligations and basic corporate governance principles."
• "The reasons for the urgency of making a change to the board are stark: No liquidity... Massive value destruction... No financial statements... Disenfranchisement of shareholders' voting rights... Failure to file corporate reports... No auditor... No transfer agent... No CFO... No corporate secretary... Conveyance of only mineral asset to a related party... Encumbrance of only mineral asset by a related party... Litigation."