Canex Metals wins court relief from Gold Basin

Executive Summary

• The Supreme Court of British Columbia has issued an order on February 11, 2026, compelling Gold Basin Resources Corp. to hold an Annual General Meeting (AGM) on March 16, 2026.
• Canex Metals Inc. has been granted the right to send notice and conduct this AGM, with Steve McKoen, K.C., appointed as the independent chair.
• Gold Basin is currently restrained from transacting any business, including selling assets, issuing securities, or borrowing money, until the conclusion of the meeting, without prior court approval.
• The court found that Gold Basin's recent announcement of a separate AGM date (May 12, 2026) and solicitation of third-party proposals breached an earlier restraining order issued on February 2, 2026.

Key Details

• Court Order Date: February 11, 2026.
• AGM Date: March 16, 2026.
• Meeting Conduct: Canex Metals Inc. is authorized to send notice and conduct the meeting in the same manner as a general meeting called by Gold Basin's directors.
• Independent Chair: Steve McKoen, K.C., has been appointed as the independent chair for the meeting.
• Restraining Order Scope: Gold Basin is restrained from transacting any business until the conclusion of the meeting, except for actions necessary to cooperate with Canex in convening the meeting. Specific prohibitions include:
  • Selling, transferring, disposing of, leasing, or encumbering any property of Gold Basin or its subsidiaries.
  • Issuing any securities of Gold Basin or its subsidiaries.
  • Borrowing or lending money or amending terms of outstanding debt/liability.
  • Assuming or becoming subject to any liability or guarantee.
  • Moving, transferring, or expending money from bank accounts (other than for convening the meeting).
  • Any action allowing a third party to enforce security, lien, or encumbrance over property.
• Register Correction: Gold Basin is required to take all steps necessary to correct its central securities register, including shareholder lists and transfers related to Canex's all-share takeover bid under National Instrument 62-104.
• Prior Breach: Gold Basin issued a news release on February 11, 2026, announcing an AGM for May 12, 2026, and inviting third-party proposals. The court ruled this was a "transparent delaying tactic" and a direct breach of the February 2, 2026 restraining order.
• Judicial Commentary: Justice Walker expressed being "greatly troubled" by the actions of Gold Basin's current board, noting their failure to call an AGM in over 20 months and their breach of statutory obligations.
• Contempt Warning: Canex has put Gold Basin's board on notice that it reserves the right to seek personal contempt orders against them for the February 11 press release and any future breaches.
• Advisers: Canex retained Borden Ladner Gervais LLP as legal adviser and Laurel Hill Advisory Group as information agent.

Notable Quotes

• "Justice Walker of the Supreme Court of British Columbia expressly noted that he was greatly troubled by the actions of Gold Basin's current board, and that its solicitation of proposals in its Feb. 11 press release, on its face, breached the terms of an earlier restraining order of the court pronounced on Feb. 2, 2026."
• "Canex has put the board of Gold Basin on notice that it reserves the right to seek contempt orders against them personally in relation to their Feb. 11, 2026, press release and any further actions of Gold Basin that breach the restrictions set out in yesterday's order."
• "The current Gold Basin board lost the support of the majority of its shareholders in the successful Canex bid. It is disappointing that a failed and rejected board would continue to put shareholders' investment at risk by violating a court order in an effort to sell the assets of Gold Basin out from under their own shareholders."