Canex meets Gold Basin offer minimum tender condition

Executive Summary

• Canex Metals Inc. has satisfied the statutory minimum tender requirement for its offer to acquire Gold Basin Resources Corp., with 51.06% of shares deposited.
• The British Columbia Securities Commission (BCSC) has extended the partial revocation of the cease-trade order on Gold Basin until March 31, 2026 (or June 30, 2026, if full acquisition conditions are met by that date).
• Canex has waived all remaining conditions to the offer and is initiating the share take-up process, with a mandatory 10-day extension of the offer deadline to February 10, 2026.

Key Details

• Tender Status: 68,994,029 Gold Basin shares have been deposited and not withdrawn as of January 29, 2026, representing 51.06% of issued and outstanding shares.
• Offer Terms: Canex offers 0.592 of a Canex share for each Gold Basin share tendered.
• Valuation: The offer represents an implied premium of 314% based on 30-day VWAPs. The total offer value is approximately $23.2 million, equating to roughly 17.2 cents per Gold Basin share based on Canex’s closing price on Jan. 29, 2026.
• Regulatory Orders:
  • The BCSC granted a partial revocation extension order on Jan. 28, 2026.
  • The partial revocation order now expires on March 31, 2026.
  • If more than 50% of shares are tendered, taken up, and paid for by March 31, 2026, the order expires on June 30, 2026, regarding compulsory acquisition or second-step transactions.
• Mandatory Extension: The offer is extended to February 10, 2026, at 5 p.m. Toronto time to allow remaining shareholders to tender. This is the final near-term opportunity for liquidity; Canex does not intend to issue further extensions.
• Post-Acquisition Plans: Canex intends to merge Gold Basin into Canex to realize operational efficiencies. Plans include addressing regulatory deficiencies, settling debts/lawsuits, installing a new board, and potentially facilitating a subsequent acquisition transaction. Gold Basin shares remain cease-traded.
• Payment Timeline: Canex will proceed with immediate take-up and payment for deposited shares, to be completed no later than three business days after take-up.

Notable Quotes

• "We are extremely excited to have achieved this greater-than-50-per-cent milestone in our journey to consolidate an amazing property, bringing together large defined gold trends, numerous known deposits and immense upside. The combined Gold Range and Gold Basin properties will have scale, grade, multiple new exploration opportunities and key logistical synergies. Management, regulatory and financial issues have sidelined the Gold Basin project, which has not participated in one of the best gold bull markets we have seen in over 20 years. This consolidation effort marks a turning point where all involved can come together with a focused and determined objective of realizing the full value and potential of this exceptional district." — Dr. Shane Ebert, President and CFO of Canex Metals