Canex Metals closes $3-million private placement

Executive Summary

• Canex Metals Inc. has closed a $3 million non-brokered private placement of 20 million common shares, with lead investor Eric Fier becoming the largest shareholder (10%) and an insider.
• The financing removes financial risk associated with Canex's ongoing offer to acquire Gold Basin Resources Corp., where approximately 44% of shares have been tendered.
• The offer to Gold Basin shareholders carries an implied premium of 183% (valued at ~$17.2 million total or ~13 cents per share), with an extended expiry date of January 9, 2026.

Key Details

• Financing Structure:
  • Gross proceeds: $3 million.
  • Shares issued: 20 million common shares.
  • Price per share: $0.15.
  • Basis: Non-brokered private placement to accredited investors; no commissions paid.
  • Hold Period: 4 months, expiring April 24, 2026.
  • Regulatory Status: Subject to final acceptance by the TSX Venture Exchange.
• Investor Participation:
  • Eric Fier: Lead investor; acquired 10% ownership; designated as an insider. Recognized as a mining industry leader with a track record of generating ~$2.5 billion in shareholder equity value.
  • Michael Gentile: Strategic investor who reinforced support by participating in the financing.
  • Insiders: Company insiders purchased a total of 670,147 common shares.
  • Regulatory Exemption: Relied on exemptions from formal valuation and minority shareholder approval requirements under Multilateral Instrument 61-101, as insider participation did not exceed 25% of fair market value.
• Use of Proceeds:
  • Advancing district consolidation opportunity in Arizona.
  • Exploration at Gold Range and Louise projects.
  • General working capital.
• Gold Basin Resources Corp. Acquisition Offer:
  • Tender Status: ~44% of issued and outstanding shares tendered (excluding committed but not yet tendered shares).
  • Expiry Date: Extended to January 9, 2026, at 5 p.m. Toronto time.
  • Exchange Ratio: 0.592 of a Canex common share for each Gold Basin share deposited and taken up.
  • Valuation/Premium:
    • Implied premium: 183% based on Canex’s Dec. 22, 2025 closing price and Gold Basin’s last closing price prior to the May 6, 2025 cease trade order.
    • Total implied value: ~$17.2 million.
    • Per-share value: ~$0.13 per Gold Basin share.
  • Context: Gold Basin shares have been cease-traded since May 6, 2025, with no price discovery, pending litigation, and debt overhang cited by Canex as factors making the premium attractive.
• Company Operations:
  • Focus on 100%-owned Gold Range project in northern Arizona (four-kilometer gold mineralized trend).
  • Advancing Louise copper-gold porphyry project in British Columbia.

Notable Quotes

• "The financing removes financial risk related to the company's offer to acquire all of the issued and outstanding shares of Gold Basin Resources Corp., and highlights the company's ability to finance exploration and development of a consolidated oxide gold district in northern Arizona."
• "This marks significant and accelerated progress toward successful take-up of shares under the offer, as the financing and financial commitments from key strategic shareholders like Mr. Fier and Mr. Gentile have led to a significant increase in Canex's share price, and, in turn, a significant increase in the implied value of the offer."