Announcement • Jun 12
CANEX Metals Inc completed the acquisition of Gold Basin Resources Corporation.
CANEX Metals Inc. (TSXV:CANX) proposed to acquire Gold Basin Resources Corporation (TSXV:GXX) for CAD 8.6 million on June 9, 2025. CANEX Metals Inc entered into a definitive agreement to acquire Gold Basin Resources Corporation on May 11, 2026. CANEX proposed offer values Gold Basin at CAD 8.57 million based on CANEX's closing price on June 6, 2025, implying a roughly 41% premium to the closing price of Gold Basin's shares on the TSX-V prior to the May 6, 2025 cease trade order against Gold Basin's shares issued by the British Columbia Securities Commission. This offer values Gold Basin and CANEX equally based on the 30-day volume weighted average of CANEX's and Gold Basin's shares immediately prior to the Cease Trade Order, and would result in CANEX issuing 122,414,332 shares at an estimated exchange rate of 0.871 CANEX share for each Gold Basin share (ratio is inclusive of the announced financing). Based on the 30-day volume weighted average price of Canex's shares as of June 6, 2025 and the 30-day volume weighted average price of Gold Basin's shares prior to the Cease Trade Order, proposed offer implies a roughly 21% premium. The Offer will be open for acceptance for at least 105 days following the commencement of the Offer, unless the Offer is extended, accelerated or withdrawn by CANEX in accordance with its terms and applicable law. The Financing of CAD 3 million is intended to remove financial risk related to the Company’s Offer to acquire all of the issued and outstanding shares of Gold Basin, and demonstrate the Company’s access to capital on favorable terms, and the ability to fund exploration and development of a consolidated oxide gold district in Northern Arizona. CANEX will issue up to 20 million common shares at a price of CAD 0.15 per Common Share for gross proceeds of up to CAD 3 million. 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. In case of termination Gold Basin Resources Corporation will pay CAD 0.21 million. CANEX formally commenced its offer to acquire Gold Basin Resources by way of a take-over bid on August 28, 2025. The Offer provides Gold Basin shareholders with 0.592 of a common share in the capital of CANEX in exchange for each Gold Basin Share held by such shareholders. The offer is open for acceptance until 5:00 p.m on December 12, 2025 unless the offer is extended, accelerated or withdrawn. The offer is extended to January 9, 2026.
CANEX will request a list of securityholders from Gold Basin at the commencement of the Offer and expects to mail the formal offer to purchase and take-over bid circular to Gold Basin shareholders as soon as practicable, and in any event within two business days, after receipt of such list. If the conditions of the Offer are satisfied or, where permitted, waived at the expiry time of the Offer and CANEX takes up and pays for the Gold Basin shares validly deposited under the Offer, CANEX intends to acquire any Gold Basin shares not deposited under the Offer through a compulsory acquisition pursuant to the Business Corporations Act, if available, or to propose an amalgamation, statutory arrangement or other transaction for the purpose of Gold Basin becoming, directly or indirectly, a wholly-owned subsidiary or affiliate of CANEX, in each case for consideration per Gold Basin share at least equal in value to and in the same form as the consideration paid by CANEX per Gold Basin share under the Offer. The exact timing and details of any such transaction will depend upon a number of factors, including, without limitation, the number of Gold Basin shares acquired pursuant to the Offer.
Andrew Mendelawitz has joined the Company as a Non-Executive Director. He provides his full support to the revised and strengthened strategy and rejects the hostile Canex bid. With his appointment, two of the Company’s three Directors are independent.
The Offer will be undertaken in accordance with National Instrument 62-104 - Take-Over Bids and Issuer Bids and will be subject to a number of conditions, including: (i) there being deposited under the Offer, and not withdrawn, at least 66 2/3% of the outstanding Gold Basin common shares (calculated on a fully diluted basis), excluding Shares held by CANEX, if any; (ii) the statutory minimum tender condition of 50% (which cannot be waived); (iii) receipt of all governmental, regulatory and third party approvals that CANEX considers necessary or desirable in connection with the Offer; (iv) revocation or variation, in whole or in part, of the Cease Trade Order to permit completion of the Offer and any post-Offer compulsory acquisition, amalgamation, statutory arrangement or other transaction (which cannot be waived); (v) no material adverse change having occurred in the business, affairs, assets, operations or prospects of Gold Basin; (vi) the Helix Joint Venture not proceeding; (vii) Gold Basin not having taken certain actions that could reasonably be expected to reduce the anticipated economic value to CANEX of the Offer or impair the ability of CANEX to proceed with the Offer; (viii) receipt of lock-up agreements from holders of not less than 30% of the issued and outstanding shares of Gold Basin (ix) CANEX having obtained the requisite approval of its shareholders with respect to the issuance of the CANEX shares under the Offer pursuant to the rules of the TSX-V; and (x) other customary conditions. The Offer will not be subject to any due diligence or financing conditions. As of October 20, 2025, the board of directors of Gold Basin has unanimously recommends that the shareholders reject and do not tender their shares in Gold Basin, concluding that it is not in the best interests of the shareholders. CANEX also announce a non-brokered private placement of up to 18,181,818 shares ("Common Shares") at a price of CAD 0.055 per Common Share for gross proceeds of up to CAD 1 million. Proceeds of the Private Placement will be used to advance the district consolidation opportunity presented by the Offer, for exploration at the Company's Gold Range and Louise projects, and for general working capital. On October 20, 2025, the board of directors of Gold Basin Resources recommended that its shareholders reject the offer by Canex Metals. As on January 9, 2026, CANEX has waived the tender condition of 66 2/3% of Gold Basin shares be tendered to the Offer and will be able to take up and pay for shares if the statutory 50% tender condition has been achieved and has extended the Offer deadline to January 19, 2026. The largest shareholders of Gold Basin have committed to REJECT the offer and the Board is confident that this hostile takeover will be defeated. CANEX is pleased to announce that 68,994,029 Gold Basin Shares have been deposited and not withdrawn under the Offer at the expiry time of January 29, 2026 at 5:00 p.m. representing 51.06% of Gold Basin Shares. The Offer will now expire on February 10, 2026 at 5:00 p.m. As on January 29, 2026, statutory minimum tender requirement for the offer has been satisfied. CANEX is pleased to announce that 73,026,822 Gold Basin Shares have been deposited and not withdrawn under the Offer at the expiry of February 10, 2026. The transaction is expected to close in June 2026 and has been approved by the board of directors of Gold Basin Resources Corporation. As of May 29, 2026, the transaction is expected to complete on June 10, 2026. On June 4, 2026, Gold Basin shareholders approved the transaction. Gold Basin obtained a final order in respect of the Arrangement from the Supreme Court of British Columbia on June 9, 2026.
Fred Pletcher and Cameron A. MacDonald of Borden Ladner Gervais LLP acted as legal counsel and The Laurel Hill Advisory Group LLC acted as information agent to CANEX. Stifel Nicolaus Canada Inc. acted as fairness opinion provider and Krisztian Toth of Fasken Martineau DuM
CANEX Metals Inc completed the acquisition of Gold Basin Resources Corporation on June 10, 2026. Immediately prior to the completion of the Arrangement, CANEX had beneficial ownership of, and exercised control and direction of 70,088,199 Gold Basin Shares, representing approximately 51.86% of the then issued and outstanding Gold Basin Shares. As a result of the Arrangement, CANEX beneficially owns, or exercises control and direction over, 104,742,818 Gold Basin Shares, representing 100% of the issued and outstanding Gold Basin Shares.
