Canex Files Offer and Take-over Bid Circular FOR GOLD Basin and Formally Commences Take-over Bid
CANEX METALS INC.
SUITE 1620, 734 - 7TH AVENUE S.W., CALGARY, ALBERTA, T2P 3P8
PH: 403.233.2636 FAX: 403.266.2606
NEWS RELEASE: 25-8 AUGUST 28, 2025
Trading Symbol: TSX Venture- CANX
For Further Information Contact: Shane Ebert at 1.250.964.2699 or
Jean Pierre Jutras at 1.403.233.2636
Web: http://www.canexmetals.ca
CANEX FILES OFFER AND TAKE-OVER BID CIRCULAR FOR GOLD BASIN
AND FORMALLY COMMENCES TAKE-OVER BID
Offer provides significant upfront premium and credible path to liquidity for Gold Basin
shareholders
Approximately 18% of Gold Basin shares have already committed to support the Offer;
remaining Gold Basin shareholders are urged to join them today
Gold Basin shareholders with questions should contact Laurel Hill Advisory Group, the
information agent in connection with the Offer, by telephone at 1-877-452-7184, (1-416-
304-0211 for collect calls outside North America), or by email at
Calgary, Alberta - CANEX Metals Inc. (“CANEX” or the “Company”) (TSX.V:CANX) is pleased
to announce that it has formally commenced its offer (the “Offer”) to acquire all of the issued and
outstanding common shares (the “Gold Basin Shares”) of Gold Basin Resources Corporation
(“Gold Basin”) (TSX.V:GXX) by way of a take-over bid on Thursday, August 28, 2025. CANEX
and Gold Basin are arms’-length parties.
The notice and advertisement of the Offer appears in the Thursday, August 28, 2025 edition of
The National Post. The offer to purchase and take-over bid circular (the “Offer and Circular”)
and related documents (collectively, the “Offer Documents”) have been filed with the applicable
securities regulatory authorities in Canada and will be filed with the U.S. Securities and
Exchange Commission in the United States.
The Offer Documents will be mailed to the securityholders of Gold Basin in the coming days.
The Offer Documents are also available under Gold Basin’s profile on SEDAR+ at
www.sedarplus.com and on CANEX’s website at www.canexmetals.ca.
About the Offer
The Offer provides Gold Basin shareholders with 0.592 of a common share in the capital of
CANEX (each whole share, a “CANEX Share” and, collectively, the “CANEX Shares”) in
exchange for each Gold Basin Share held by such shareholders (the “Offer Consideration”). The
Offer provides an up-front premium to Gold Basin shareholders and the ability to be part of a
consolidated oxide gold district managed by an efficient and professional exploration team with
a strong shareholder base and provides a compelling opportunity for liquidity and value for Gold
Basin shareholders compared to the status quo.
CANEX initially intended to formally commence the Offer on or around July 9, 2025 as disclosed
in its news release dated June 9, 2025; however, the initial targeted timeline was delayed due
to: (i) CANEX’s desire to first receive the order of the British Columbia Securities Commission
(the “BCSC”) partially revoking the Cease Trade Order (as defined below) imposed on Gold
Basin, in respect of the Offer and certain related transactions (the “Partial Revocation Order”),
which order was issued to CANEX on August 18, 2025, a copy of which is reproduced in its
entirety in Appendix D of the Offer and Circular; and (ii) the failure of Gold Basin to provide its
shareholders list as required by applicable securities laws. The revised offer reflects CANEX’s
June 26th oversubscribed $1.3 million financing and strong market performance over the past
few months and represents a $1.16 million increase in consideration to Gold Basin Shareholders
compared to the June 9, 2025 indicated offer value, with a lower exchange ratio reflecting the
significant increase in CANEX’s market capitalization. New high priority geophysical targets
generated from an induced polarization geophysical survey recently completed over the Louise
Copper-Gold Porphyry Project, as disclosed in CANEX’s news release dated July 31, 2025,
contributed to strong market performance by CANEX Shares in early August 2025.
THE OFFER IS OPEN FOR ACCEPTANCE UNTIL 5:00 P.M. (TORONTO TIME) ON
DECEMBER 12, 2025 UNLESS THE OFFER IS EXTENDED, ACCELERATED OR
WITHDRAWN.
Reasons to Accept the Offer
CANEX believes that the Offer provides a number of compelling benefits for Gold Basin
shareholders that Gold Basin cannot achieve on a standalone basis, including:
Significant Upfront Premium to Gold Basin Shareholders. The Offer represents a 24.2%
premium to the 30-day volume weighted average price of the Gold Basin Shares prior to the
Cease Trade Order, based on the 30-day volume weighted average price of the CANEX Shares
as of August 27.
Consolidation of Gold Districts and Near-Term Exploration and Expansion. The Offer
consolidates an advanced oxide gold exploration camp in Mojave 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, which are fully
permitted for near-term drill testing and expansion.
Diversification. The Offer will provide Gold Basin shareholders not only with exposure to a
consolidated gold district in Mojave County, Arizona, but also to CANEX’s Louise Copper-Gold
Porphyry 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 steeply dipping zone
of high chargeability below and to the north of the historic Louise deposit.
Liquidity. The Offer will provide Gold Basin shareholders with a more liquid investment. The
TSX Venture Exchange (the “TSXV”) has conditionally approved the listing of the CANEX
Shares offered to Gold Basin shareholders pursuant to the Offer on the TSXV. Listing will be
subject to CANEX fulfilling all of the applicable listing requirements of the TSXV. By contrast,
trading in Gold Basin Shares is restricted. On May 6, 2025, the BCSC imposed a cease trade
order against the Gold Basin Shares (the “Cease Trade Order”). The next day, Canadian
Investment Regulatory Organization (“CIRO”) imposed a halt in trading of the Gold Basin Shares
on the TSXV (the “Halt”). Gold Basin has yet to provide its shareholders with any estimate of
when a revocation of the Cease Trade Order and the Halt can be expected, if at all.
CANEX’s Highly Focused, Professional and Cost-Effective Management Team . The Offer
places the consolidated district under CANEX’s highly focused, professional and cost-effective
management team, which will provide superior operational and governance oversight.
Extreme Risk and Prejudice to Gold Basin Shareholders under the Status Quo. Gold Basin
shareholders face extreme risk and prejudice to their investment if the board of directors and
management team of Gold Basin continue to pursue their current course of conduct, including:
Negative Shareholder Return. The board and management of Gold Basin generated
negative total shareholder returns of -43.75% in the year prior to the Cease Trade Order.
Comparatively, CANEX (+50.00%), the TSX Global Gold Index (+63.16%) and the
S&P/TSX Venture Gold (Sub Industry) Index (+79.36%) all achieved significant positive
returns for investors in the year since August 27, 2024.
Loss of Liquidity. On May 6, 2025, the BCSC imposed the Cease Trade Order against
the Gold Basin Shares in response to Gold Basin’s failure to file its annual audited
financial statements and annual management’s discussion and analysis for the period
ended December 31, 2024 and its certifications of annual filings for the year ended
December 31, 2024. The next day, CIRO imposed the Halt in trading of the Gold Basin
Shares on the TSXV. Notwithstanding this loss of liquidity for Gold Basin shareholders,
Gold Basin has yet to provide any explanation for its failure to comply with its disclosure
obligations under securities laws and stock exchange requirements or any estimate of
when a revocation of the Cease Trade Order and the Halt can be expected, if at all.
Moreover, Gold Basin’s transfer agent, TSX Trust Company, terminated their relationship
with Gold Basin effective June 30, 2025, demonstrating that shareholders of Gold Basin
are unlikely to regain liquidity and the ability to sell their Gold Basin Shares in the near
term if they do not tender such Gold Basin Shares to the Offer.
Failure in Basic Financial Reporting. Gold Basin is in default of its continuous
disclosure obligations under securities laws in Alberta, British Columbia, and Ontario for,
inter alia, failure to file its annual audited financial statements and annual management’s
discussion and analysis for the period ended December 31, 2024 and its certifications of
annual filings for the year ended December 31, 2024, as well as its interim unaudited
financial statements and interim management’s discussion and analysis for the period
ended March 31, 2025.
Self-Dealing Transactions. Faced with strong shareholder support for a transaction with
CANEX, the board and management of Gold Basin responded by transferring
opportunities and assets to related parties. On March 28, 2025, eight days following the
public announcement of an unsolicited offer by Mayfair Acquisition Corp. to acquire Gold
Basin (the “Mayfair Offer”), Helix Resources Limited (“Helix”), an Australian Securities
Exchange listed company, announced in a press release that it had entered into
conditional binding letter agreements with Centric Minerals Management (USA) Inc. and
White Hills Exploration LLC to acquire the White Hills farm-in agreement and the
associated private mineral claims and leases, which directly adjoins Gold Basin’s Gold
Basin Project in Mojave County, Arizona (the “White Hills Project”). The beneficial owners
of the vendors of the White Hills Project were Charles Straw, who is the President, interim
Chief Executive Officer and a director of Gold Basin, and Calvin Heron, Gold Basin’s
former consulting geologist and project manager. Helix’s press release discloses that the
vendors will receive A$200,000 in cash and A$1.3 million in Helix shares in connection
with these agreements, representing approximately 16.25% of Helix’s issued and
outstanding share capital. Michael Povey is currently the Executive Chairman of Helix.
Povey was the former Chief Executive Officer and a former director of Gold Basin – he
resigned from these roles on January 9, 2023, and was re-appointed as a director of Gold
Basin on March 8, 2024, before he again resigned on October 25, 2024. According to
latest public disclosure records available, Povey remains engaged as a technical advisor
of Gold Basin. It is not clear when Straw and Heron acquired the White Hills Project, but
the White Hills Project was referenced in a November 2, 2022 press release of Gold
Basin as containing 12 exploration targets of interest to Gold Basin.
On April 28, 2025, one month following announcement of the Mayfair Offer, Gold Basin
announced that it had executed a binding farm-in agreement (the “Helix Farm-In
Agreement”) granting Helix the right to earn up to 40% of the Gold Basin Project and
acquire a 1% net smelter royalty over the Gold Basin Project in consideration for the
issuance of 150 million Helix shares, which are subject to escrow restrictions (the “Helix
Transaction”). Gold Basin has provided no evidence to shareholders that the
consideration offered in the Helix Transaction is fair or reasonable. Equally concerning,
Gold Basin neither publicly disclosed the related party nature of the Helix Transaction nor
filed a material change report in respect of the Helix Transaction or a copy of the Helix
Farm-In Agreement as required under securities law. In addition, Gold Basin has not
sought shareholder approval of the Helix Transaction. By conveying a material asset of
Gold Basin to a related party in the face of a take-over bid, the Helix Transaction also
clearly constitutes an improper defensive tactic in contravention of National Policy 62-
202 – Take-Over Bids – Defensive Tactics.
Disenfranchisement of Gold Basin Shareholders’ Voting Rights: Gold Basin held its
last annual general meeting on May 29, 2024 and under the Business Corporations Act
(British Columbia) (the “BCBCA”) must hold its 2025 annual general meeting within 15
months (i.e., by August 28, 2025). Gold Basin has failed to give notice to its shareholders
or file proxy materials within the time frames set out under both applicable securities laws
and the BCBCA for an annual general meeting to be held by August 28, 2025,
demonstrating Gold Basin’s intention not to hold an annual general meeting as required
under the BCBCA, denying its shareholders their right to vote and entrenching a grossly
underperforming Gold Basin board and management team.
Risk of Insolvency. Gold Basin has repeatedly failed to pay critical suppliers over the
last year, indicating a high risk of insolvency. Gold Basin reported that, subsequent to the
period ended September 30, 2024, it has been named as a defendant in a lawsuit
commenced in the Superior Court of Arizona in Maricopa County by Harris Exploration
Drilling & Associates in respect of a claim for outstanding payments of USD $285,193.
On April 1, 2025, Gold Basin’s former Chief Financial Officer, Corporate Secretary and a
former director, Mark Lotz, filed a notice of civil claim against Gold Basin for breach of a
debt settlement agreement relating to $62,757.53 for unpaid directors fees. On May 28,
2025, Gold Basin’s auditors, Manning Elliott LLP, filed a notice of civil claim against Gold
Basin for unpaid fees for accounting services of $77,065.14. TSX Trust Company
terminated their registrar and transfer agency services for Gold Basin effective June 30,
2025. Further, based on a corporate search of Gold Basin with the British Columbia
Registry Services conducted on August 27, 2025, it was determined that Gold Basin is
not in good standing and that no annual report had been filed since November 24, 2022.
Under the Business Corporations Act (British Columbia), if a company fails to file its
annual reports or other required documents for two consecutive years it may be struck
by the Registrar of Companies from the British Columbia Corporate Registry, dissolved
and cease existence as a corporation.
History of Suspensions and Delisting. Gold Basin is not the first public company
associated with its current and former management and directors to face stock exchange
and securities regulatory sanctions. Povey served as Chairman1, and Straw served as a
technical consultant 2, of Silver Metal Group Limited (formerly Thomson Resources
Limited) (“Silver Metal”). Silver Metal was delisted from the Australian Stock Exchange
on March 10, 2025 due to a continuous two-year suspension from trading 3. The Cease
Trade Order and halt in Gold Basin’s trading seems to be part of a continuing pattern of
behavior by Povey and Straw.
The Offer represents an opportunity for Gold Basin shareholders to put Gold Basin’s poor share
price performance, securities regulatory and stock exchange sanctions, financially damaging
self-dealings, disregard for shareholder democracy and solvency issues behind them and
embrace a combined entity with more focused management, greater financial strength, a well-
positioned portfolio of mineral projects and far superior governance and regulatory compliance.
Support of Gold Basin Shareholders. Certain Gold Basin shareholders have entered into lock-
up agreements pursuant to which they have agreed to deposit under the Offer all of the Gold
Basin Shares held or to be acquired by them pursuant to the exercise of convertible securities,
representing in the aggregate approximately 18% of the issued and outstanding Gold Basin
Shares.
The Time to Act is Now. Tender Your Gold Basin Shares to the Offer Today.
Consider the benefits and take the simple steps needed to tender your Gold Basin Shares to
the Offer as outlined in the Offer and Circular in the Circular – Acceptance of the Offer section.
The Offer expires at 5:00 p.m. (Toronto time) on December 12, 2025.
If you have any questions or require assistance, please contact Laurel Hill Advisory Group, the
information agent for the Offer, at 1-877-452-7184 (North American Toll-Free Number) or +1
416-304-0211 (Outside North America) or via email at [email protected].
Conditions of the Offer
As set out in further detail in the Offer and Circular, the Offer is subject to certain conditions
being satisfied or, where permitted, waived at or prior to 5:00 p.m. (Toronto Time) on December
12, 2025 (the “Expiry Time”) or such earlier or later time during which Gold Basin Shares may
be deposited under the Offer, excluding the mandatory 10-day extension period or any
extension(s) thereafter, including, among other things, that: (a) there shall have been validly
deposited under the Offer and not withdrawn that number of Gold Basin Shares that represent
more than 50% of the outstanding Gold Basin Shares, excluding any Gold Basin Shares
beneficially owned, or over which control or direction is exercised, by CANEX or by any person
acting jointly or in concert with CANEX; (b) the Partial Revocation Order shall remain in force
and effect or CANEX shall have determined, in its reasonable judgment, that the Cease Trade
Order has been revoked, in whole or in part, on terms and conditions which do not cease trade,
1 As disclosed in various announcements of Silver Metal that were approved by Povey as Chairman.
2 See https://www.listcorp.com/asx/smg/silver-metal-group-limited/news/silver-metal-group-presentation-
3155454.html
3 See https://www.aspecthuntley.com.au/asxdata/20250310/pdf/02922783.pdf
enjoin, prohibit or impose material limitations or conditions on or make materially more costly
the making of the Offer, the purchase by or the sale to CANEX of the Gold Basin Shares under
the Offer, the issuance and delivery of the CANEX Shares for Gold Basin Shares taken up and
paid for by CANEX, the right of CANEX to own or exercise full rights of ownership over the Gold
Basin Shares, or the consummation of any Compulsory Acquisition or Subsequent Acquisition
Transaction (as such terms are defined in the Offer and Circular); (c) not less than 66⅔% of the
outstanding Gold Basin Shares, on a fully diluted basis, having been validly deposited under the
Offer and not withdrawn at the Expiry Time of the Offer; (d) CANEX shall have determined, in
its reasonable judgment, that the Helix Farm-In Agreement has been terminated; (e) CANEX
shall have determined, in its reasonable judgment, that the proceeds of the Charrua Capital
Loan (as defined in the Offer and Circular) have been used as publicly disclosed by Gold Basin
prior to the date of the Offer, and that the Charrua Capital Loan is on an arm’s-length basis; (f)
CANEX shall have determined, in its reasonable judgment, that there does not exist and there
shall not have occurred or been publicly disclosed since October 1, 2024, a Material Adverse
Effect (as defined in the Offer and Circular); (g) each of the Regulatory Approvals (as defined in
the Offer and Circular) that CANEX considers necessary or desirable in connection with the
Offer shall have been obtained and each such approval shall be in full force and effect; and (h)
other customary conditions, each as more particularly described in the Offer and Circular.
Subject to the terms and conditions of the Offer, CANEX will take up Gold Basin Shares
immediately following the Expiry Time and pay for the Gold Basin Shares deposited under the
Offer as soon as possible, but in any event not later than three business days after taking up
such Gold Basin Shares.
Subject to applicable law, CANEX reserves the right to withdraw, vary the terms of, extend, or
terminate the Offer and to not take up and pay for any Gold Basin Shares deposited to the Offer
unless each of the conditions of the Offer is satisfied or waived, as applicable, at or prior to the
Expiry Time.
Advisors
CANEX has retained Borden Ladner Gervais LLP as its legal advisor, and Laurel Hill Advisory
Group as its information agent.
About CANEX Metals
CANEX Metals (TSX.V:CANX) is a Canadian junior exploration company focused on advancing
it’s 100% owned Gold Range Project in Northern Arizona. With several near surface bulk
tonnage gold discoveries made to date across a 4 km gold mineralized trend, the Gold Range
Project is a compelling early-stage opportunity for investors. CANEX is also advancing the
Louise Copper-Gold Porphyry Project in British Columbia. Louise contains a large historic
copper-gold resource that has seen very little deep or lateral exploration, offering investors
copper and gold discovery potential. CANEX is led by an experienced management team which
has made three notable porphyry and bulk tonnage discoveries in North America and is
sponsored by Altius Minerals (TSX: ALS), a large shareholder of the Company.
Dr. Shane Ebert P.Geo., is the Qualified Person for CANEX and has verified the data disclosed
in this news release against historical and current data sources and has approved the technical
disclosure contained in this news release.
“Shane Ebert”
Shane Ebert
President/Director
For Further Information Contact:
Shane Ebert at 1.250.964.2699 or
Jean Pierre Jutras at 1.403.233.2636
Web: http://www.canexmetals.ca
Gold Basin Shareholders :
Laurel Hill Advisory Group
North American Toll Free: 1-877-452-7184
Outside North America: 1-416-304-0211
Email: [email protected]
Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the
TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
U.S. Notice
This Offer is being made for the securities of a foreign company. The Offer is subject to disclosure
requirements of a foreign country that are different from those of the United States. Financial statements
included in the Offer materials, if any, have been prepared in accordance with foreign accounting standards
that may not be comparable to the financial statements of United States companies. It may be difficult for
you to enforce your rights and any claim you may have arising under the federal securities laws, since the
issuer is located in a foreign country, and some or all of its officers and directors may be residents of a
foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court
for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates
to subject themselves to a U.S. court’s judgment. You should be aware that the issuer may purchase
securities otherwise than under the Offer, such as in open market or privately negotiated purchases, in
accordance with applicable law.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved
or disapproved of the securities to be issued in the Offer or passed upon the adequacy or accuracy of the
Offer Documents. Any representation to the contrary is a criminal offense.
Forward-Looking Statements
Except for the historical and present factual information contained herein, the matters set forth in this news release,
including words such as “will”, “may”, “intends”, “believes” and similar expressions, are forward-looking information
that represents management of CANEX Metals Inc.’s internal projections, expectations or beliefs concerning,
among other things, the Offer; the satisfaction of the conditions of the Offer; the anticipated successful completion
of the Offer; the process and timing for obtaining the Regulatory Approvals; the expected Expiry Time; the
anticipated effect of the Offer; CANEX’s plans for Gold Basin if the Offer is successful; the expected benefits to
Gold Basin shareholders of tendering their Gold Basin Shares to the Offer; whether the Cease Trade Order and
the Halt will be revoked; and future operating results and various components thereof or the economic performance
of CANEX. The projections, estimates and beliefs contained in such forward-looking statements necessarily involve
known and unknown risks and uncertainties, which may cause CANEX’s actual performance and financial results
in future periods to differ materially from any projections of future performance or results expressed or implied by
such forward-looking statements. These risks and uncertainties include, among other things, the risk that the
transactions contemplated by the Offer will not be consummated; the risk that the conditions of the Offer will not
be met or met or a timely basis; the ability to obtain regulatory approvals (including approval of the TSXV the Offer;
and those described in CANEX’s filings with the Canadian securities authorities. Accordingly, holders of CANEX
Shares and potential investors are cautioned that events or circumstances could cause results to differ materially
from those predicted. CANEX disclaims any responsibility to update these forward-looking statements.