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, with 70,167,146 shares deposited.
• 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.
• Canex is seeking a court-ordered Annual General Meeting (AGM) for Feb. 11, 2026, to replace the Gold Basin board, citing entrenchment and failure to engage in an orderly leadership transition.

Key Details

• Acquisition Stake: Canex holds 51.93% of Gold Basin (70,167,146 shares) and is the controlling shareholder. An additional 1,165,007 shares are being verified, which would increase Canex’s ownership to 52.79%.
• Offer Terms:
  • Shareholders receive 0.592 of a Canex share for each Gold Basin share tendered.
  • Implied premium of approximately 340% based on 30-day VWAPs.
  • Total implied value of Gold Basin is approximately $22.4 million.
  • Price per share: ~16.6 cents (based on Canex’s Feb. 5, 2026 closing price).
• Offer Deadline: The offer expires on Feb. 10, 2026, at 5:00 p.m. ET. No further extensions are intended.
• Legal Actions & Court Orders:
  • Transfer Agent Reinstatement: Supreme Court of British Columbia ordered TSX Trust Company to be reinstated as Gold Basin’s transfer agent, allowing deposited shares to be taken up and paid for.
  • Asset Protection: Court order restrains Gold Basin from selling, transferring, leasing, or encumbering property, issuing securities, or borrowing money without court approval.
  • AGM Petition: Canex filed a petition to force an AGM due to the current board's refusal to hold a vote after 20 months. Hearing 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.
• Risk Warning: There is no certainty a subsequent acquisition transaction will conclude. Non-tendering shareholders may be left with illiquid shares in a controlled company indefinitely due to a modified cease trade order.
• Management Commentary: Shane Ebert, President of Canex, stated they are "thrilled at the response" and view the current Gold Basin board's actions as a "breach of their fiduciary duty" and "entrenchment."

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