Canex Metals begins takeover bid for Gold Basin

Executive Summary

• Canex Metals Inc. formally commenced a takeover bid to acquire all issued and outstanding common shares of Gold Basin Resources Corp., offering 0.592 Canex share per Gold Basin share.
• The offer represents a 24.2% premium to the 30‑day VWAP of Gold Basin shares prior to the cease‑trade order and is open until 5 p.m. Toronto time on 2025‑12‑12.
• The bid follows Canex’s $1.3 M oversubscribed financing, a $1.16 M increase in consideration versus its June 9 2025 offer, and new geophysical targets at the Louise copper‑gold project.

Key Details

• Offer Ratio: 0.592 Canex common share for each Gold Basin share.
• Premium: 24.2% over the 30‑day VWAP of Gold Basin shares before the cease‑trade order (based on Canex’s 30‑day VWAP as of Aug 27, 2025).
• Consideration Increase: $1.16 M higher than the June 9, 2025 indicated offer value.
• Financing: Oversubscribed $1.3 M financing disclosed on June 26, 2025 supporting the bid.
• Geophysical Update: New high‑priority targets from an induced‑polarization survey at the Louise project (July 31, 2025) contributed to Canex’s market performance.
• Offer Period: Open until 5 p.m. Toronto time on Dec 12, 2025 (subject to extensions or withdrawal).
• Conditions of Offer:
• ≥50% of Gold Basin shares deposited (excluding those controlled by Canex).
• Partial revocation of the B.C. Securities Commission cease‑trade order must remain in effect or be deemed revoked.
• ≥66⅔% of outstanding Gold Basin shares (fully diluted) deposited and not withdrawn at expiry.
• Termination of the Helix farm‑in agreement.
• Confirmation that Charrua Capital loan proceeds were used as disclosed and on arm’s‑length terms.
• No material adverse effect since Oct 1, 2024.
• Required regulatory approvals obtained.
• Post‑Expiry: Canex will take up shares within three business days of expiry and pay for them promptly.
• Advisers: Legal – Borden Ladner Gervais LLP; Information agent – Laurel Hill Advisory Group.
• Shareholder Support: Approximately 18% of Gold Basin’s issued and outstanding shares are already under lock‑up agreements to be tendered.

Notable Quotes

(No direct quotes provided in the release.)