お知らせ • Jun 10
CANEX Metals Inc. (TSXV:CANX) proposed to acquire Gold Basin Resources Corporation (TSXV:GXX) for CAD 7.9 million.
CANEX Metals Inc. (TSXV:CANX) proposed to acquire Gold Basin Resources Corporation (TSXV:GXX) for CAD 7.9 million on June 9, 2025. 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 ("Cease Trade Order"). 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acceptance for at least 105 days following the commencement of the Offer, unless the Offer is extended, accelerated or withdrawn by CANEX in accordance with its terms and applicable law. 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 (British Columbia), 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.
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. 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 1,000,000. 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.
Borden Ladner Gervais LLP is acting as legal counsel to CANEX in connection with the Offer.