Canex Metals takes control of Gold Basin, seeks AGM

Executive Summary

• Canex Metals Inc. has acquired a controlling 51.93% stake in Gold Basin Resources Corp. (TSXV: GXX) through a takeover offer, making Canex the largest shareholder.
• Canex has obtained a court order from the Supreme Court of British Columbia reinstating Gold Basin’s transfer agent and restraining Gold Basin’s current directors from incurring debt or impairing assets without court approval.
• Canex is seeking a court-ordered Annual General Meeting (AGM) for Feb. 11, 2026, to replace the Gold Basin board with its own nominees, citing entrenchment and failure to engage in an orderly leadership transition.

Key Details

• Acquisition Stake: Canex holds 70,167,146 shares of Gold Basin, representing 51.93% of the common shares. An additional 1,165,007 shares are being verified; if accepted, Canex’s ownership would rise to 52.79%.
• Offer Terms:
  • Consideration: 0.592 Canex shares for each Gold Basin share tendered.
  • Implied Premium: Approximately 340% based on 30-day volume-weighted average prices.
  • Valuation: The offer values Gold Basin at approximately $22.4 million, or 16.6 cents per share (based on Canex’s Feb. 5, 2026 closing price).
  • Expiry: The offer expires on Feb. 10, 2026, at 5:00 p.m. ET.
• Legal Actions & Court Orders:
  • Transfer Agent Reinstatement: A court order issued Feb. 2, 2026, allows TSX Trust Company to be reinstated as Gold Basin’s transfer agent, enabling the processing of tendered shares.
  • Asset Protection: A court order restrains Gold Basin from selling, transferring, leasing, or encumbering property, issuing securities, borrowing money, or assuming liabilities without court approval.
  • AGM Petition: Canex filed a petition in the Supreme Court of British Columbia to force an AGM due to the current board's refusal to hold a vote after 20 months. The hearing is scheduled for Feb. 11, 2026.
• Strategic Intent: Canex does not intend to restore Gold Basin to active trading in the near term. The immediate goal is to merge Gold Basin into Canex to realize operational efficiencies, settle debts/lawsuits, and rectify regulatory deficiencies.
• Shareholder Risk: The revised modified cease trade order allows share transfers only under the current offer or a subsequent acquisition transaction. There is no certainty a subsequent acquisition will occur, posing a risk of illiquidity for non-tendering shareholders.
• Management Commentary: President Shane Ebert stated that the current Gold Basin board has engaged in "entrenchment tactics" and "breach of fiduciary duty," forcing the legal action to ensure an orderly transition.

Notable Quotes

• "We are thrilled at the response we've received from Gold Basin shareholders, and continue to see additional tenders come in each day ahead of the offer deadline. Canex is pleased to welcome former Gold Basin shareholders as new shareholders of Canex, we thank them for their overwhelming show of support and look forward to embarking on building the consolidated gold district together." — Shane Ebert, President and Director, Canex Metals
• "Unfortunately, the Gold Basin board has refused to comply with the will of its shareholders, instead choosing to continue holding Gold Basin hostage from its shareholders through entrenchment and forcing an unnecessary and costly shareholder meeting whose outcome is certain, in yet another breach of their fiduciary duty to Gold Basin shareholders." — Canex Metals Press Release