Trading Symbol: TSX Venture- CANX GOLD BASIN RESOURCES CORPORATION
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: 26-12 MAY 12, 2026
Trading Symbol: TSX Venture- CANX
GOLD BASIN RESOURCES CORPORATION
SUITE 1020 – 800 WEST PENDER STREET, VANCOUVER, BC, V6C 2V6
MAY 12, 2026
Trading Symbol: TSX Venture- GXX
CANEX AND GOLD BASIN RESOURCES ANNOUNCE ARRANGEMENT AGREEMENT TO
FACILITATE CANEX’S ACQUISITION OF REMAINING GOLD BASIN SHARES
Gold Basin Shareholders will re ceive identical consideration as those who tendered to
CANEX’s earlier offer
Liquidity, enhanced financia l capacity, and significant pr emium of 242% represent key
benefits for Gold Basin Shareholders
Combination will consolidate the Arizona oxide gold district
Calgary, Alberta and Vancouver, British Columbia – Accesswire – C A N E X M e t a l s I n c .
(“CANEX”) (TSX.V:CANX) and Gold Bas in Resources Corporation (“ Gold Basin ”)
(TSX.V: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 Arrangem ent, 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 Sharehol ders who
tendered to the CANEX offer to ac quire Shares which expired on February 10, 2026. This
represents a premium of 242.0% t o 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 an nouncement of an
agreement to combine the two com panies will allow us to consoli date and advance a
promising gold district in Arizona. CANEX will be pleased to we lcome Gold Basin
Shareholders as new shareholders of CANEX.”
Jordan Ross, independent director and Chair of the Gold Basin S pecial Committee,
commented: “The Arrangement Agreem ent represents a strategic mi lestone for our
shareholders. By partnering with C ANEX, we are unlocking the fu ll potential of our Arizona
project while providing a stable, clear-cut path forward that r esolves previous liquidity and
regulatory challenges. Following a rigorous review with our pro fessional 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% pre mium to the last trading pri ce of the Shares prior
to the Cease Trade Order, based on the closing price of the CAN EX Shares as of May
8, 2026.
Consolidation of Gold Districts and Near-Term Exploration and E xpansion. The
Arrangement will consolidate an advanced oxide gold exploration camp in Mohave
County, Arizona hosting multiple zones of gold mineralization w ith strong drill results
across an eight kilometre by eight kilometre area, opening up p otential near-term
exploration on favourable targets.
Diversification. Completing the Arrangement will provide Gold Basin Shareholder s not
only with exposure to a consolidat ed gold district in Mohave Co unty, Arizona, but also
to CANEX’s Louise Project in British Columbia. On July 31, 2025 , CANEX announced
results from an induced polariz ation geophysical survey which i dentified a new and
previously unknown chargeability ta rget 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 operationa l and governance
oversight.
Experienced Board of Directors. Following the Arrangement, the Resulting Issuer’s
board of directors will be led by experienced industry professi onals, comprised of
members of the current board of directors of CANEX.
Liquidity. The Arrangement will provide Gold Basin Shareholders with a mor e liquid
investment. On May 6, 2025, the Br itish Columbia Securities Com mission 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 expect ation that the Cease Trade Order will be rescinded if
the Arrangement were not to proc eed and Gold Basin were to cont inue 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 p rofessionals. With an
enhanced capital markets profile, the Resulting Issuer is expec ted have even better
access to lower-cost capital and an increased capability to adv a n c e i t s e x p l o r a t i o n
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 con cern 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 int o a definitive Arrangement Agre ement on May 11, 2026,
pursuant to which CANEX will ac quire all of the issued and outs tanding common shares of
G o l d B a s i n ( “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 h olders of CANEX Shares
and former Gold Basin Shareholder s 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 aggr egate of approxim ately 38,505,033 CANEX Shares to Gold
Basin Shareholders, based on the number of Gold Basin Shares ou tstanding 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. Followin g completion of the
Arrangement, the CANEX Shares will remain listed on the TSXV an d the Gold Basin Shares
will be delisted from the TSXV.
Term Loan
Concurrently with the entering into of the Arrangement Agreemen t, 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 ran king general security
agreement over all of Gold Basin’s present and after-acquired assets, a first ranking mortgage
charge over Gold Basin’s split m ineral rights and first ranking security agreements
encumbering all of Gold Basin’s other mineral tenure. The proce eds from the Term Loan will
be used by Gold Basin for aged payables, day to day working cap ital and general corporate
expenditures, direct advances pai d by CANEX to third party supp liers, service providers and
creditors of Gold Basin, and expenses in connection with the A rrangement. 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 a re payable in connection with
the Term Loan.
Arrangement Conditions and Timing
The Arrangement will be effected by way of a court-approved pla n of arrangement under the
Business Corporations Act (British Columbia) and will require the approval of: (i) at le ast
66⅔% of votes cast by Gold Basin Shareholders, and (ii) a simple majority of the votes cast by
disinterested Gold Basin Shareh olders, excluding for this purpo se 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 C ANEX 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 an d 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 Arrangeme nt Agreement also
includes customary deal protections in favour of each of CANEX and Gold Basin. With respect
to CANEX, these protections incl ude non-solicitation covenants, and a right to match any
superior proposals. With respect to Gold Basin, these protectio ns 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 Arrangem ent is subject to applicable
regulatory approvals, stock exch ange approvals and the satisfac tion 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 securiti e s l a w s , a n d a n y s e c u r i t i e s
issuable in the Arrangement are anticipated to be issued in rel iance upon available
exemptions from such registrati on requirements pursuant to Sect ion 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.
Further details of the Arrangement will be included in a manage ment information circular to be
prepared by Gold Basin (the “ Gold Basin Circular”) that will be delivered to Gold Basin
Shareholders in advance of a spec ial meeting of Gold Basin Shar eholders (the “ Gold Basin
Meeting”) which is scheduled to be held on June 4, 2026. A copy of the Arrangement
Agreement will be made available on CANEX’s and Gold Basin’s re spective SEDAR+ profiles
at www.sedarplus.com. The Gold Basin Circular will also be made available on Gold Basin’s
SEDAR+ profile in advance of the Gold Basin Meeting.
Board of Directors’ and Special Committee Recommendation
Based on the recommendation of a special committee comprised of an independent director of
Gold Basin (the “ Special Committee ”) and after consultation with independent external
financial and legal advisors, the board of directors of Gold Ba sin (the “ Gold Basin Board ”)
unanimously approved the Arrangement and has determined the Arr angement is in the best
interests of Gold Basin, and that the consideration to be recei ved by Gold Basin Shareholders
is fair, from a financial point of view, to Gold Basin Sharehol ders (other than CANEX). The
Gold Basin Board unanimously rec ommends that Gold Basin Shareho lders vote in favour of
the Arrangement at the Gold Basin Meeting.
Stifel Nicolaus Canada Inc. has provided a fairness opinions to the Gold Basin Board and
Special Committee in connection with the Arrangement.
Voting Support Agreements
Each of Gold Basin’s directors and officers support the Arrange ment and all who own Shares
have entered into customary vot ing support agreements agreeing to vote their Gold Basin
Shares, respectively, in favor of the Arrangement. The voting s upport agreement may be
terminated in certain circumstanc es, including, without limitat ion, upon termination of the
Arrangement Agreement.
About CANEX Metals
CANEX Metals (TSX.V:CANX) is a Canadian junior exploration comp any and the controlling
shareholder of Gold Basin Resources, owning 51.86% of Gold Basin. CANEX is advancing its
100% owned Gold Range Project in M ohave County, Arizona. With s everal near surface bulk
tonnage gold discoveries made to dat e across a 4 km gold minera lized trend, the Gold Range
Project is a compelling early-s tage opportunity for investors. Gold Basin Resources holds the
adjacent Gold Basin Project which hosts large, mineralized tren ds containing near surface
oxide gold mineralization and has seen over 800 historic and cu rrent drill holes into
mineralized deposits up to 1.7 kilometres in length.
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 poten tial. CANEX is led by an
experienced management team which has made three notable porphy ry and bulk tonnage
discoveries in North America a nd is sponsored by Altius Mineral s (TSX: ALS), a large
shareholder of the Company.
About Gold Basin Resources Corporation
Gold Basin Resources Corporation holds the Gold Basin Project i n Mohave County Arizona.
The project hosts large, miner alized trends containing near sur face oxide gold mineralization
and has seen over 800 historic and current drill holes into min eralized deposits up to 1.7
kilometres in length.
“Shane Ebert”
Shane Ebert, President/Director of CANEX and Gold Basin
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
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.
Although information provided by Gold Basin for inclusion in th is news release is believed by CANEX to be
reliable, CANEX has not independently verified such information and cannot provide any assurance of its
accuracy, currency, reliability or completeness. Although infor mation provided by CANEX for inclusion in this
news release is believed by Gold Basin to be reliable, Gold Basin has not independently verified such information
and cannot provide any assurance of its accuracy, currency, reliability or completeness.
Forward-Looking Statements
This news release contains "forward-looking information" within the meaning of applicable Canadian securities
legislation. All statements, other than statements of historical fact, are forward-looking statements and are based
on expectations, estimates and pr ojections as at the date of th is news release. Any statement that involves
discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future
events or performance (often but not always using phrases such as "expects", "potential" , "risk", "anticipated",
“future”, or "opportunity" or variations of such words and phra ses or stating that certain actions, events or results
"may", “can”, "shall" or "will" be taken to occur or be achieve d) are not statements of historical fact and may be
forward-looking statements.
In this news release, forward-looking statements relate to, amo ng other things, statements regarding: the
proposed acquisition by CANEX of all of the Gold Basin Shares p ursuant to the Arrangement and the terms
thereof; the benefits of the Arrangement; the receipt of necessary shareholder, court and regulatory approvals for
the Arrangement; the anticipated timeline for completing the Arrangement; the Gold Basin Meeting and mailing of
the management information circular regarding the same; the Ter m Loan; the terms and conditions pursuant to
which the Arrangement will be completed, if at all; the anticip ated benefits of the Arrangement; the anticipated
filing of materials on SEDAR+; and continuation of CANEX and de listing of Gold Basin. These forward-looking
statements are not guarantees of future results and involve ris ks and uncertainties that m ay cause actual results
to differ materially from the potential results discussed in the forward-looking statements.
In respect of the forward-looking statements, CANEX and Gold Ba sin have relied on certain assumptions that
they believe are reasonable at this time, including assumptions as to the ability of the parties to receive, in a
timely manner and on satisfactory terms, the necessary regulatory, court, shareholder, stock exchange and other
third party approvals and the ability of the parties to satisfy , in a timely manner, the other conditions to the
completion of the Arrangement. This timeline may change for a n umber of reasons, including unforeseen delays
in preparing meeting materials; i nability to secur e necessary r egulatory, court, shareholder, stock exchange or
other third-party approvals in the time assumed or the need for additional time to satisfy the other conditions to
the completion of the Arrangemen t. Accordingly, readers should not place undue reliance on the forward-looking
statements and information contained in this news release concerning these times.
Risks and uncertainties that may cause such differences include but are not limited to: the risk that the
Arrangement or the Term Loan may not be completed on a timely b asis, if at all; the conditions to the
consummation of the Arrangement or the Term Loan may not be sat isfied; the risk that the Arrangement or the
Term Loan may involve unexpected co sts, liabilities or delays; the possibility that legal proceedings may be
instituted against CANEX, Gold Basin, and/or others relating to the Arrangement or the Term Loan and the
outcome of such proceedings; the possible occurrence of an even t, change or other circumstance that could
result in termination of the Arrangement Agreement; risks relat ing to the failure to obtain necessary regulatory,
court, shareholder, and stock exchange approvals; other risks i nherent in the mining industry. Failure to obtain
the requisite approvals, or the failure of the parties to other wise satisfy the conditions to or complete the
Arrangement or Term Loan, may result in the Arrangement or Term Loan not being completed on the proposed
terms, or at all. In addition, if the Arrangement or Term Loan are not completed, the announcement of the
Arrangement and the Term Loan and the dedication of substantial resources of CANEX and Gold Basin to
complete the Arrangement and the Term Loan could have a materia l adverse impact on each of CANEX’s and
Gold Basin’s share price, its current business relationships an d on the current and future operations, financial
condition, and prospects of each of CANEX and Gold Basin. CANEX and Gold Basin disclaim any responsibility
to update these forward-looking statements, except as required by applicable laws.