Gold Basin Shareholders will receive identical consideration as those who tendered to CANEX's earlier offer
Liquidity, enhanced financial capacity, and significant premium of 242% represent key benefits for Gold Basin Shareholders
Combination will consolidate the Arizona oxide gold district
CALGARY, AB AND VANCOUVER, BC / ACCESS Newswire / May 12, 2026 / CANEX Metals Inc. ("CANEX") (TSXV:CANX) and Gold Basin Resources Corporation ("Gold Basin") (TSXV:GXX) are pleased to announce that they have entered into a definitive agreement (the "Arrangement Agreement") to combine their respective businesses by way of a plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement"). The combined company will be managed by the CANEX executive team.
Under the terms of the Arrangement, shareholders of Gold Basin ("Gold Basin Shareholders") will receive 0.592 shares of CANEX ("CANEX Shares") per share of Gold Basin ("Shares") held, the same consideration received by Gold Basin Shareholders who tendered to the CANEX offer to acquire Shares which expired on February 10, 2026. This represents a premium of 242.0% to the last trading price of the Shares prior to the Cease Trade Order, based on the closing price of the CANEX Shares as of May 8, 2026.
Dr. Shane Ebert, President and CEO of CANEX stated: "Today's announcement of an agreement to combine the two companies will allow us to consolidate and advance a promising gold district in Arizona. CANEX will be pleased to welcome Gold Basin Shareholders as new shareholders of CANEX."
Jordan Ross, independent director and Chair of the Gold Basin Special Committee, commented: "The Arrangement Agreement represents a strategic milestone for our shareholders. By partnering with CANEX, we are unlocking the full potential of our Arizona project while providing a stable, clear-cut path forward that resolves previous liquidity and regulatory challenges. Following a rigorous review with our professional advisors, we are confident this agreement offers the most robust and value-driven future for our investors."
Benefits to Gold Basin Shareholders
Significant Upfront Premium to Shareholders. The consideration offered under the Arrangement represents a 242.0% premium to the last trading price of the Shares prior to the Cease Trade Order, based on the closing price of the CANEX Shares as of May 8, 2026.
Consolidation of Gold Districts and Near-Term Exploration and Expansion. The Arrangement will consolidate an advanced oxide gold exploration camp in Mohave County, Arizona hosting multiple zones of gold mineralization with strong drill results across an eight kilometre by eight kilometre area, opening up potential near-term exploration on favourable targets.
Diversification. Completing the Arrangement will provide Gold Basin Shareholders not only with exposure to a consolidated gold district in Mohave County, Arizona, but also to CANEX's Louise Project in British Columbia. On July 31, 2025, CANEX announced results from an induced polarization geophysical survey which identified a new and previously unknown chargeability target two kilometres west of the historic Louise deposit and a large steeply dipping zone of high chargeability below and to the north of the historic Louise deposit.
Focused, Professional and Cost-Effective Management Team. The Arrangement places the consolidated district under CANEX's highly focused, professional and cost-effective management team, which will provide strong operational and governance oversight.
Experienced Board of Directors. Following the Arrangement, the Resulting Issuer's board of directors will be led by experienced industry professionals, comprised of members of the current board of directors of CANEX.
Liquidity. The Arrangement will provide Gold Basin Shareholders with a more liquid investment. On May 6, 2025, the British Columbia Securities Commission imposed a Cease Trade Order against the Gold Basin Shares. The next day, the Canadian Investment Regulatory Organization imposed a halt in trading of the Gold Basin Shares on the TSXV. There is no expectation that the Cease Trade Order will be rescinded if the Arrangement were not to proceed and Gold Basin were to continue with the status quo.
Enhanced Financial Capacity. CANEX has demonstrated an ability to raise capital and has strong support from a number of high profile industry professionals. With an enhanced capital markets profile, the Resulting Issuer is expected have even better access to lower-cost capital and an increased capability to advance its exploration properties.
Going Concern. In the absence of the Arrangement, there is considerable risk that Gold Basin will not have the ability to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. Currently, Gold Basin has asserted liabilities of over $2 million, no cash or marketable securities and no revenue. Gold Basin's ability to raise equity financing is restricted by the Cease Trade Order.
Details of the Arrangement
CANEX and Gold Basin entered into a definitive Arrangement Agreement on May 11, 2026, pursuant to which CANEX will acquire all of the issued and outstanding common shares of Gold Basin ("Gold Basin Shares") by way of a statutory plan of arrangement under the Business Corporations Act (British Columbia).
Holders of Gold Basin Shares ("Gold Basin Shareholders") will receive 0.592 common shares in the capital of CANEX (the "CANEX Shares", and such ratio being the "Exchange Ratio") in exchange for each Gold Basin Share held immediately prior to the effective time of the Arrangement. Upon completion of the Arrangement, existing holders of CANEX Shares and former Gold Basin Shareholders will own approximately 67.7% and 32.3% of the total issued and outstanding CANEX Shares, respectively, on a fully diluted basis.
CANEX expects to issue an aggregate of approximately 38,505,033 CANEX Shares to Gold Basin Shareholders, based on the number of Gold Basin Shares outstanding as at the date of this announcement.
The Arrangement is expected to close in June 2026, subject to the receipt of all required court, shareholder, regulatory, and stock exchange approvals. Following completion of the Arrangement, the CANEX Shares will remain listed on the TSXV and the Gold Basin Shares will be delisted from the TSXV.
Term Loan
Concurrently with the entering into of the Arrangement Agreement, CANEX and Gold Basin have agreed to enter into a senior secured term loan (the "Term Loan") as soon as practicable pursuant to which CANEX will lend up to $900,000 to Gold Basin at an interest rate per annum equal to the Royal Bank of Canada Prime Rate plus 5.0%. The maturity of the Term Loan shall be six months and the Term Loan shall be secured by a first ranking general security agreement over all of Gold Basin's present and after-acquired assets, a first ranking mortgage charge over Gold Basin's split mineral rights and first ranking security agreements encumbering all of Gold Basin's other mineral tenure. The proceeds from the Term Loan will be used by Gold Basin for aged payables, day to day working capital and general corporate expenditures, direct advances paid by CANEX to third party suppliers, service providers and creditors of Gold Basin, and expenses in connection with the Arrangement. The Term Loan is not contingent on the completion of the Arrangement.
The Term Loan is subject to the approval of the TSXV. No fees are payable in connection with the Term Loan.
Arrangement Conditions and Timing
The Arrangement will be effected by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia) and will require the approval of: (i) at least 66⅔% of votes cast by Gold Basin Shareholders, and (ii) a simple majority of the votes cast by disinterested Gold Basin Shareholders, excluding for this purpose the votes held by any person specified under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions. The Gold Basin Shares held by CANEX will not be excluded from either vote. CANEX currently holds 70,088,199 Gold Basin Shares, representing 51.86% of the issued and outstanding Gold Basin Shares.
The Arrangement Agreement includes customary representations and warranties for a transaction of this nature as well as customary interim period covenants regarding the operation of CANEX's and Gold Basin's businesses. The Arrangement Agreement also includes customary deal protections in favour of each of CANEX and Gold Basin. With respect to CANEX, these protections include non-solicitation covenants, and a right to match any superior proposals. With respect to Gold Basin, these protections include a fiduciary-out provision. The Arrangement Agreement includes a termination fee of $211,777 payable by Gold Basin in the event the Arrangement Agreement is terminated in certain circumstances.
In addition to securityholder and court approvals, the Arrangement is subject to applicable regulatory approvals, stock exchange approvals and the satisfaction of certain other closing conditions customary in transactions of this nature.
None of the securities to be issued pursuant to the Arrangement have been or will be registered under the U.S. Securities Act, or any state securities laws, and any securities issuable in the Arrangement are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to Section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
