Nexus Uranium closes Basin Uranium acquisition

Executive Summary

• Nexus Uranium Corp. has completed the court-approved arrangement to acquire all issued and outstanding common shares of Basin Uranium Corp., resulting in the issuance of approximately 29.99 million Nexus shares to former Basin shareholders (exchange ratio of 1.1 Nexus shares per Basin share).
• As part of the transaction, former Basin shareholders now hold approximately 41% of Nexus Uranium, and Michael Blady (former CEO of Basin) has been appointed to the Nexus board of directors.
• The transaction includes a spinout of Basin's gold assets into a new subsidiary, Blade Resources Inc., which received the Napoleon gold project and Yukon gold claims from Nexus in exchange for issuing 2 million SpinCo shares to Nexus.

Key Details

• Transaction Structure: Court-approved plan of arrangement under the Business Corporations Act (British Columbia).
• Share Exchange Ratio: 1.1 Nexus common shares for each Basin common share.
• Total Shares Issued: 29,999,982 Nexus common shares issued to former Basin shareholders.
• Post-Transaction Ownership: Former Basin shareholders hold approximately 41% of the issued and outstanding Nexus shares.
• Option/Warrant Treatment:
  • Outstanding Basin stock options exchanged for Nexus options with adjusted amounts and exercise prices.
  • Outstanding Basin warrants entitle holders to receive approximately 1.1 Nexus shares upon exercise, with adjusted prices and original terms.
• Board Changes: Michael Blady, former CEO of Basin, appointed to the board of directors of Nexus.
• Delisting: Basin shares delisted from the Canadian Securities Exchange effective Sept. 16, 2025; Basin applying to cease being a reporting issuer in Canada.
• Spinout (Blade Resources Inc.):
  • Basin shareholders received 3 million common shares of Blade Resources (SpinCo) at a ratio of 0.11 SpinCo shares per Basin share.
  • Basin transferred its option to acquire up to 60% interest in the CHG gold project (Southern BC) to Blade.
  • Nexus transferred the Napoleon gold project (1,281 hectares, Kamloops, BC) and 100% interest in Yukon gold mining quartz claims to Blade.
  • Blade issued 2 million SpinCo shares to Nexus in exchange for the Napoleon and Yukon assets.
  • Blade is now a reporting issuer in BC, Alberta, and Ontario and intends to list on a Canadian stock exchange.
• Asset Portfolio Highlights:
  • Nexus: Six uranium projects (Cree East, Mann Lake in Athabasca; Chord, Wolf Canyon, South Pass, Great Divide, Wray Mesa in US) and gold assets (Napoleon, Yukon).
  • Basin (Pre-transaction): Five advanced-stage US uranium projects (Chord, Wolf Canyon, South Pass, Great Divide, Wray Mesa) and Mann Lake (Saskatchewan).

Notable Quotes

• Jeremy Poirier, CEO of Nexus: "Completing the arrangement brings our teams and capital together under a U.S.-centric uranium platform anchored by the resource-stage Chord project in South Dakota. With a broader shareholder base and stronger balance sheet, we're focused on advancing priority U.S. work programs and delivering disciplined, value-accretive milestones."
• Mike Blady, CEO of Basin Uranium (now Director, Nexus Uranium): "This transaction gives Basin shareholders ownership in a larger, more liquid vehicle while preserving additional upside through the Blade spinout. I look forward to supporting Nexus at the board level as we progress the combined U.S. portfolio in a constructive uranium market."