Canex garners 49% support, extends Gold Basin offer

Executive Summary

• Canex Metals Inc. has extended its takeover bid for Gold Basin Resources Corp. until January 29, 2026, due to delays in share tenders caused by Gold Basin's delinquent regulatory status and lack of a transfer agent.
• The offer has received significant support, with over 49% of Gold Basin shares tendered (66,244,176 shares), approaching the 50% plus one share minimum required to complete the acquisition.
• The transaction values Gold Basin at approximately $20 million, offering Gold Basin shareholders 0.592 Canex shares per share, representing an implied premium of 275% based on recent VWAPs.

Key Details

• Offer Extension: The deadline for the takeover bid has been extended to 5 p.m. (Toronto time) on January 29, 2026.
• Tender Status: 66,244,176 Gold Basin shares have been tendered, representing 49.02% of outstanding shares. An additional 1,321,067 shares are needed to meet the 50% plus one share threshold.
• Exchange Ratio: Tendering shareholders will receive 0.592 of a Canex share for each Gold Basin share tendered and accepted.
• Valuation:
  • The offer implies a premium of 275% based on Canex's 30-day VWAP on Jan. 16, 2026, and Gold Basin's 30-day VWAP on its last trading day (May 6, 2025).
  • Total implied value is approximately $20 million.
  • Implied value per Gold Basin share is roughly $0.15 based on Canex's Jan. 16, 2026, closing price.
  • This valuation is noted as 230% higher than the value placed on the Gold Basin project by Gold Basin's management in a proposed Helix farm-in joint venture.
• Operational Challenges: The extension is necessitated by Gold Basin's delinquent condition, including a cease trade order and the absence of a transfer agent, which has hindered the ability of shareholders to tender shares efficiently. Some tenders received are considered deficient and cannot be counted.
• Post-Acquisition Intent: Upon reaching the minimum tender requirement, Canex intends to take up the shares, elect a new board of directors, and pursue district consolidation and advancement of the Gold Basin project.
• Regulatory Filings: A notice of variation, change, and extension is being mailed to securityholders and filed with Canadian securities regulatory authorities and the U.S. SEC.

Notable Quotes

• "Canex continues to encounter delays in the company's offer, exacerbated by the cease trade order issued against Gold Basin, numerous regulatory non-compliance issues, especially the lack of a transfer agent. Despite these obstacles, Gold Basin shareholders are showing very strong support, and the company anticipates it could achieve the 50 per cent plus one share minimum tender requirement shortly."
• "There is no certainty that Canex will be able to restore Gold Basin to compliant status and the offer could be the last opportunity for Gold Basin shareholders to exchange their cease traded Gold Basin shares for valuable and liquid Canex shares."