The following summarizes important developments for shareholders of Gold Basin Resources Corporation regarding its proposed business combination with CANEX Metals Inc.. The company has adjusted certain transaction conditions after receiving formal correspondence from the British Columbia Securities Commission and has updated proxy filing deadlines for the upcoming shareholder meeting.
These changes affect the proposed Arrangement documented in the arrangement agreement dated May 11, 2026 and the management information circular dated May 14, 2026. Shareholders should review the revised timetable and procedural notes to ensure compliance with the amended instructions for voting and court approval steps.
Background and reason for the regulatory filing
Gold Basin previously applied for exemptive relief from securities regulators in British Columbia, Alberta and Ontario under National Policy 11-203 and Multilateral Instrument 11-102, as referenced in Section 13.1 of National Instrument 51-102. The requested relief related to certain financial statements that would normally be required in the arrangement circular pursuant to Form 51-102F5 Item 14.2. The company explained that the relief request stemmed from limited access to accounting records prior to the reconstitution of its board and management on March 16, 2026, and that prior management had not provided the requested books and records.
Why the exemptive relief was sought
In practical terms, the exemptive relief was pursued because Gold Basin lacked access to complete historical financial files for the years ended December 31, 2026 and 2026, which prevented the inclusion of audited statements in the Arrangement Circular. The company had made formal requests to former management for those materials following the March board reconstitution but did not receive them in time to satisfy the typical disclosure requirements.
Regulatory response and withdrawal of the application
On May 28, 2026 staff of the British Columbia Securities Commission (the BCSC), acting as Gold Basin’s principal regulator, issued a letter expressing concerns that Gold Basin had filed and distributed the Arrangement Circular despite its acknowledged deficiencies. The BCSC letter nevertheless recognized that the factual circumstances causing the incompleteness were unusual and unlikely to recur.
As a result, BCSC staff stated they would not recommend enforcement action in the public interest, while cautioning management that filing non-compliant materials and then seeking retroactive exemptive relief is not an acceptable practice going forward. Following that exchange, Gold Basin has withdrawn the exemptive relief application.
Impact on the arrangement conditions
Because the Arrangement Agreement conditioned the holding of the shareholder meeting and completion of the Arrangement upon obtaining the exemptive relief, Gold Basin now intends to amend the Arrangement Agreement to remove that condition so the process may proceed without the previously requested relief. This change aligns the agreement with regulatory feedback while preserving the planned approval pathway.
Meeting logistics, proxy update and court timetable
The special meeting of Gold Basin shareholders remains scheduled for June 4, 2026. In response to the recent developments, Gold Basin has extended the proxy cut-off time. The original proxy deadline of 10:00 a.m. (Vancouver time) on June 2, 2026 has been moved to 10:00 a.m. (Vancouver time) on June 3, 2026. Shareholders may deliver executed proxies to the transfer agent, TSX Trust Company, at Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1, or by fax at 1-416-595-9593, up to the revised cut-off.
An interim order from the Supreme Court of British Columbia authorizing Gold Basin to hold the meeting was issued on May 14, 2026. The anticipated application for the final order is scheduled for a hearing on June 8, 2026. Subject to shareholder approval at the meeting, receipt of the final order and the satisfaction or waiver of the remaining conditions in the Arrangement Agreement (as amended), the parties currently anticipate completing the Arrangement on June 10, 2026.
Assistance for shareholders
Shareholders with questions about voting or who need help completing their proxies can contact the proxy solicitation agent, Laurel Hill Advisory Group, by calling 1-877-452-7184 (North America toll-free) or 416-304-0211 (outside North America), by texting “INFO” to either number, or by emailing [email protected]. Prompt contact is recommended given the tightened timeline and the revised proxy cut-off.
Project overview and forward-looking considerations
Gold Basin Resources Corporation is the owner of the Gold Basin Project in Mohave County, Arizona, which contains extensive near-surface oxide gold mineralization and has more than 800 historic and current drill holes across mineralized trends up to 1.7 kilometres in length. The Arrangement contemplates CANEX acquiring all outstanding Gold Basin shares upon closing.
Readers should note that statements about timing, regulatory approvals, court orders and completion of the Arrangement are forward-looking and subject to risks and uncertainties. The parties must obtain required regulatory, court, shareholder and stock exchange approvals and satisfy other conditions. If these approvals are not obtained or conditions are not met, the Arrangement may be delayed or may not occur on the terms currently contemplated.
For further information, Gold Basin has provided contact points including Shane Ebert, President and Chief Executive Officer, and Jean Pierre Jutras. Additional materials and the original filings remain available through the company and the relevant regulatory filings.