Arizona Tribune - Gold Basin Resources Announces Shareholder Approval of Arrangement With CANEX

A special resolution approving the Arrangement was approved by approximately 75.82% of the votes cast at the Meeting, in person or by proxy, by the Gold Basin Shareholders.

Pursuant to Section 8.2 of Multilateral Instrument 61-101, the shares acquired by CANEX under its successful take-over bid for Gold Basin shares which expired on February 10, 2026 were voted to approve the Arrangement, as described more particularly in Gold Basin's management information circular dated May 14, 2026.

On closing of the Arrangement, the Gold Basin Shareholders (other than CANEX) will receive 0.592 of a common share of CANEX for each Gold Basin share held (the "Consideration Shares").

The Arrangement is subject to final approval by the TSX Venture Exchange and the Supreme Court of British Columbia (the "Court"). The Court hearing for the final order to approve the Arrangement is scheduled to take place on June 8, 2026, and the completion of the Arrangement is expected to occur on June 10, 2026.

Gold Basin has received notices of dissent from registered Gold Basin Shareholders holding 29,347,888 Gold Basin shares, representing approximately 21.72% of the issued and outstanding shares of Gold Basin. The treatment of dissenting Gold Basin Shareholders is set out in Gold Basin's management information circular dated May 14, 2026.

How to Receive the Consideration Shares and Additional Information

In order for a registered Gold Basin Shareholder to receive the Consideration Shares for the Gold Basin shares held by such registered Gold Basin Shareholder, such registered Gold Basin Shareholder must, among other things, deposit the certificate(s) or DRS advice representing their Gold Basin shares with TSX Trust Company (the "Depositary"). The letter of transmittal, duly completed and signed, together with all other documents and instruments referred to in the letter of transmittal or requested by the Depositary, must accompany all certificates or DRS advices for Gold Basin shares deposited in exchange for the Consideration Shares pursuant to the Arrangement.

Any non-registered Gold Basin Shareholder whose Gold Basin shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance.

Additional information regarding the terms of the Arrangement is set out in Gold Basin's management information circular dated May 14, 2026 filed in connection with the Meeting under Gold Basin's profile on SEDAR+ at www.sedarplus.ca.

About Gold Basin Resources Corporation

Gold Basin Resources Corporation holds the Gold Basin Project in Mohave County Arizona. The project hosts large, mineralized trends containing near surface oxide gold mineralization and has seen over 800 historic and current drill holes into mineralized deposits up to 1.7 kilometres in length.

"Shane Ebert"

Shane Ebert, President, Chief Executive Officer and 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

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 projections as at the date of this 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 "expected", "scheduled", "subject to" or variations of such words and phrases or stating that certain actions, events or results "may", "can", "shall" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements.

In this news release, forward-looking statements relate to, among other things, statements regarding: the final order of the Court to approve the Arrangement, the final approval of the TSX Venture Exchange, the closing of the Arrangement and the treatment of dissenting Gold Basin Shareholders. These forward-looking statements are not guarantees of future results and involve risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.

In respect of the forward-looking statements, Gold Basin has relied on certain assumptions that it believes 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 number of reasons, including the inability to secure necessary regulatory, 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 Arrangement. 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 may not be completed on a timely basis, if at all; the risk that the Arrangement may involve unexpected costs, liabilities or delays; the possibility that legal proceedings may be instituted against CANEX, Gold Basin, and/or others relating to the Arrangement and the outcome of such proceedings; risks relating to the failure to obtain necessary regulatory, court, and stock exchange approvals; other risks inherent in the mining industry. Failure to obtain the requisite approvals, or the failure of the parties to otherwise satisfy the conditions to or complete the Arrangement, may result in the Arrangement not being completed on the proposed terms, or at all. In addition, if the Arrangement is not completed, the announcement of the Arrangement and the dedication of substantial resources of Gold Basin to complete the Arrangement could have a material adverse impact on Gold Basin's share price, its current business relationships and on the current and future operations, financial condition, and prospects of Gold Basin. Gold Basin disclaims any responsibility to update these forward-looking statements, except as required by applicable laws.

SOURCE: Gold Basin Resources Corporation

View the original press release on ACCESS Newswire

A.Taylor--AT