Trading Symbol: TSX Venture- CANX Canex Metals Announces Success of GOLD Basin Take-over Bid, Extension of the Partial Revocation of the Cease-Trade Order Imposed ON GOLD Basin, Waiver of All Remaining Conditions, Initiation of the Share Take up Process, and Mandatory 10-DAY
CANEX METALS INC.
SUITE 1620, 734 - 7
TH
AVENUE S.W., CALGARY, ALBERTA, T2P 3P8
PH: 403.233.2636 FAX: 403.266.2606
NEWS RELEASE: 26-4 JANUARY 29, 2026
Trading Symbol: TSX Venture- CANX
CANEX METALS ANNOUNCES SUCCESS OF GOLD BASIN TAKE-OVER BID,
EXTENSION OF THE PARTIAL REVOCATION OF THE CEASE-TRADE
ORDER IMPOSED ON GOLD BASIN, WAIVER OF ALL REMAINING CONDITIONS,
INITIATION OF THE SHARE TAKE UP PROCESS, AND MANDATORY 10-DAY
EXTENSION
Calgary, Alberta - CANEX Metals Inc. (“CANEX” or the “Company”) (TSX.V:CANX) is very
pleased to announce that it has satisfied the statutory minimum tender requirement for its offer
(the “Offer”) to acquire all of the issued and outstanding comm on shares of Gold Basin
Resources Corporation (“Gold Basin”) (TSX.V:GXX), plans; has received an order from the
British Columbia Securities Co mmission (“BCSC”) dated January 2 8, 2026 (the “Partial
Revocation Extension Order”), ex tending the partial revocation order dated August 18, 2025
(the “Partial Revocation Order”) with respect to the cease-trad e order imposed on Gold Basin
on May 6, 2025; has waived all remaining conditions to the Offe r, and is proceeding to take-up
shares under the Offer. CANEX is also announcing the mandatory 10-day extension of the
Offer (the “Extension”), in accordance with Canadian securities laws. Following the share take-
up CANEX will become the contro lling shareholder of Gold Basin and will work diligently to
unlock the immense potential of the large and advanced oxide-go ld district in Northern
Arizona.
Highlights:
More than 51% of the shares of Gold Basin (“Gold Basin Shares”) have been
deposited under the CANEX Offer and the process for take-up and p a y m e n t i s
underway, after which CANEX will become the controlling shareho lder of Gold
Basin. CANEX will proceed with the steps required to gain boar d control,
address and clean up Gold Basin’s regulatory deficiencies and d ebts, and get to
work unlocking shareholder value
The BCSC has granted the Partial Revocation Extension Order, wh ich provides
that the Partial Revocation Order will now expire on March 31, 2026
CANEX announces a mandatory Exten sion to February 10, 2026 at 5 :00 p.m.
(Toronto time), to allow those remaining shareholders of Gold Basin (“Gold Basin
Shareholders”) that have not tendered time to deposit their Gol d Basin Shares
under the Offer
Following the Extension, CANEX will take up the additional shar es tendered by
the revised expiry time of February 10, 2026 at 5:00 p.m. (Toro nto time) and does
not intend to issue any further extensions
CANEX encourages all remaining Gold Basin Shareholders to tende r to the Offer.
Gold Basin Shares continue to be cease-traded and are likely to remain so for the
foreseeable future. The Extension is the final near-term opport unity for Gold
Basin Shareholders to realize liquidity and value
Dr. Shane Ebert, President and CEO of CANEX Metals: “We are ext remely excited to have
achieved this >50% milestone in our journey to consolidate an a mazing property, bringing
together large defined gold tr ends, numerous known deposits, an d immense upside. The
combined Gold Range and Gold Bas in properties will have scale, grade, multiple new
exploration opportunities, and key logistical synergies. Manag ement, regulatory, and financial
issues have sidelined the Gold Basin project which has not part icipated in one of the best gold
bull markets we have seen in over 20 years. This consolidation effort marks a turning point
where all involved can come tog ether with a focused and determi ned objective of realizing the
full value and potential of this exceptional district.”
CANEX Offer and Mandatory Offer Extension
CANEX is pleased to announce that 68,994,029 Gold Basin Shares have been deposited and
not withdrawn under the Offer at t he expiry time of January 29, 2026 at 5:00 p.m. (Toronto
time) (the “Initial Expiry Time”), representing 51.06% of Gold Basin Shares.
Prior to the Initial Expiry Time, CANEX has agreed to waive all remaining conditions to the
Offer. As each of the conditions to the Offer were satisfied or waived as of the Initial Expiry
Time, CANEX will proceed with i mmediate take-up of the Gold Bas in Shares deposited under
the Offer and payment for such depos ited Gold Basin Shares as s oon as possible, and in any
event not later than three business days after the Gold Basin Shares are taken up.
As required by Canadian securities laws, CANEX has made the Ext ension to allow those that
have not yet tendered their Gold Basin Shares additional time t o deposit their Gold Basin
Shares under the Offer. The Offe r will now expire on February 10, 2026 at 5:00 p.m. (Toronto
time). CANEX does not intend to further extend the Offer, meaning this is the final
opportunity for Gold Basin Shareholders to take advantage of th e Offer and realize
value and liquidity for the Gold Basin Shares.
CANEX does not intend to restore Gold Basin to active trading i n the near term, as the
Company’s immediate goal is to merge Gold Basin into CANEX to r ealize overhead and
operational efficiencies. CAN EX will address and rectify regul atory deficiencies, install a new
board of directors, settle debts and lawsuits, and work to faci litate a Subsequent Acquisition
Transaction (as defined in the Original Offer and Circular). T here is no certainty that CANEX
will conclude a Subsequent Acquisition Transaction.
CANEX’s Offer provides Gold Basin Shareholders for each Gold Ba sin Share tendered and
successfully taken up with 0.592 of a CANEX share, which repres ents an implied premium of
314%, based on CANEX’s 30-day VWAP on January 29, 2026, and Gold Ba sin’s 30-day
VWAP on its last trading day, May 6, 2025. The Offer value equa tes to approximately
$23,200,000 or roughly $ 0.172 per Gold Basin Share based on CANEX’s January 29, 2026
closing price.
An advertisement with respect to the Extension will appear in t he Friday, January 30, 2026
edition of The National Post . A notice of variation, change a nd extension (the “Notice of
Variation and Change”) with respect to the Offer is being maile d to the securityholders of Gold
Basin. The Notice of Variation and Change will also be availabl e under Gold Basin’s profile on
SEDAR+ at www.sedarplus.com and on CANEX’s website at www.canexmetals.ca and will be
filed with the applicable securities regulatory authorities in Canada and the U.S. Securities and
Exchange Commission in the United States.
In addition to the Extension, t he Notice of Variation and Chang e will include updates to the
information set forth in CANEX’s original offer and accompanyin g take-over bid circular dated
August 28, 2025, as amended by the notices of variation, change and extension dated
December 12, 2025, January 9, 2026, and January 19, 2026 (the “ Original Offer and
Circular”).
Copies of the Original Offer and Circular are, and copies of the Notice of Variation and Change
will be, available with out charge from Laurel Hill Advisory Gro up, acting as the information
agent for the Offer.
Gold Basin Shareholders with ques tions or who need assistance t endering their Gold Basin
Shares should contact Laurel Hill Advisory Group by calling 1-8 77-452-7184 (toll-free in
Canada and the United States), or 1-416-304-0211 (collect call outside of Canada and the
United States), by texting “INFO” to either number, or by email at [email protected].
Partial Revocation Extension Order
It is a condition of the Offer that the Partial Revocation Orde r shall remain in force and effect.
The Partial Revocation Order provides that it will expire on Ja nuary 31, 2026. On January 28,
2026, the BCSC granted the Partia l Revocation Extension Order, which provides that the
Partial Revocation Order will now expire on March 31, 2026; pro vided, however, that if more
than 50% of the Gold Basin Shares have been tendered to the Offer and taken up and paid for
by CANEX on or prior to March 31, 2026, the Partial Revocation Order will expire on June 30,
2026 in respect of a Compulsory Acquisition or Second Step Tran saction (as such terms are
defined in the Original Offer and Circular) undertaken by CANEX to facilitate the acquisition by
CANEX of 100% of the issued and outstanding Gold Basin Shares.
Early Warning Disclosure
The purpose of the Offer is to enable CANEX to acquire all of t he issued and outstanding Gold
Basin Shares. A copy of CANEX’s early warning report to be file d for the initial take-up of Gold
Basin Shares can be obtained from Laurel Hill Advisory Group, t he information agent for the
Offer, by calling 1-877-452-7184 ( toll-free in Canada and the U nited States), or 1-416-304-
0211 (collect call outside of Canada and the United States), by texting “INFO” to either
number, or by email at assistance@ laurelhill.com. CANEX will fi le an early warning report, as
required by applicable securities laws, for any additional take-up of Gold Basin Shares.
Advisors
CANEX has retained Borden Ladner G ervais LLP as its legal advis or and Laurel Hill Advisory
Group as its information agent.
About CANEX Metals
CANEX Metals (TSX.V:CANX) is a Canadian junior exploration comp any focused on
advancing its 100% owned Gold Range Project in Northern Arizona . With several near
surface bulk tonnage gold discoveries made to date across a 4 k m gold mineralized trend, the
Gold Range Project is a compelling early-stage opportunity for investors. CANEX is also
advancing the Louise Copper-Gold Po rphyry Project in British Co lumbia. 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 not able porphyry and bulk tonnage dis coveries in North America
and is sponsored by Altius Minerals (TSX: ALS), a large shareholder of the Company.
Dr. Shane Ebert P.Geo., is the Q ualified Person for CANEX and h as verified the data
disclosed in this news release against historical and current d ata 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
The 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 Unite d States. Financial statements included in the Offer
materials, if any, have been prepared in accordance with foreig n accounting standards that may not be
comparable to the financial statements of United States compani es. It may be difficult for you to enforce your
rights and any claim you may have arising under the federal sec urities 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 a ffiliates to subject themselves to a U.S. court’s
judgment. You should be aware that the issuer may purchase secu rities otherwise than under the Offer, such as
in open market or privately negotia ted 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 materials. Any representation to the
contrary is a criminal offense.
Forward-Looking Statements
Except for the historical and pr esent factual information conta ined herein, the matters set forth in this news
release, including words such as “potential”, “intend”, “risks”, “opportunities” 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; any further extension of the expiry time of the Offer; CANEX’s
plans for Gold Basin after take-up of Gold Basin Shares; the ex pected benefits to Gold Basin Shareholders of
tendering their Gold Basin Shares to the Offer; whether Gold Ba sin will regain regulatory compliance; and future
operating results and various com ponents thereof or the economi c 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 a nd financial results in future periods to differ
materially from any projections o f future performance or result s expressed or implied by such forward-looking
statements. These risks and uncer tainties include, among other things, the risk that the transactions
contemplated by the Offer will not be consummated; and those ri sks 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 materiall y from those predicted. CANEX disclaims any
responsibility to update these forward-looking statements.