Gold Basin Resources Corporation Directors' Circular

(TheNewswire)

THE BOARD OF DIRECTORS ISRECOMMENDING THAT SHAREHOLDERS REJECT

THE UNSOLICITED OFFER BY CANEX METALSINC. TO ACQUIRE ALL OF

THE ISSUED AND OUTSTANDING COMMON SHARES OF GOLD BASIN RESOURCES CORPORATION

October 20, 2025 – TheNewswire - Vancouver, British Columbia: Gold Basin ResourcesCorporation (“Gold Basin” or the “Company”) is a reportingissuer or equivalent in the provinces of British Columbia, Alberta andOntario, and files its continuous disclosure documents and otherdocuments with the securities regulatory authorities of thoseprovinces. Such documents are available through the SEDAR+ website at www.sedarplus.ca . The principal market for the trading ofthe common shares of Gold Basin (the “Gold Basin Shares”) is theTSX Venture Exchange (the “TSX-V”) where the Gold Basin Shares are listedunder the symbol “GXX”. Trading of the Gold Basin Shares iscurrently halted, and the Company is subject to a cease trade orderimposed by the British Columbia Securities Commission on May 6,2025.

NOTICE TO UNITED STATES SHAREHOLDERS

The tender offer referred to hereinis made for the securities of a Canadian issuer and while the offer issubject to Canadian disclosure requirements, investors should be awarethat these requirements are different from those of the UnitedStates.

The enforcement by investors of civilliabilities under the United States federal securities laws may beaffected adversely by the fact that Gold Basin is incorporated underthe laws of the Province of British Columbia, Canada and is located inVancouver, British Columbia, Canada, that all of its directors are notUnited States residents and that all or a substantial portion of theassets of the Company and said persons may be located outside of thatcountry.

1. DIRECTORS’ CIRCULAR

This Directors’ Circular (the “ Circular ”) is issued by the board of directors (the“ Board ”) of Gold BasinResources Corporation (“ GoldBasin ” or the “ Company ”) in connection with the offer (the “ Offer ”) dated August 28, 2025 byCANEX Metals Inc. (“ CANEX ”or the “ Offeror ”) toacquire all of the issued and outstanding common shares of Gold Basin(the “ Gold Basin Shares ”)including any Gold Basin Shares that may become outstanding on theexercise, conversion or exchange of any convertible securities of theCompany exercisable for or convertible into Gold Basin Shares ifexercised, converted or exchanged in a sufficient time prior to theexpiry time of the Offer, being 5:00 p.m. (Toronto time) on December12, 2025 unless extended, accelerated or withdrawn by the Offeror (the“ Expiry Time ”). Pursuantto the Offer, each holder of Gold Basin Shares (a “ Shareholder ”) whose Gold BasinShares are taken up by the Offeror would be entitled to receive, inrespect of his, her or its Gold Basin Shares, 0.592 of a common sharein the capital of CANEX (“ OfferorShares ”). The Offer will be open for acceptance until theExpiry Time.

Reference is made to the Offeror’s take-over bid circular inconnection with the Offer dated August 28, 2025 (the “ Offer Circular ”) for additionaldetails of the terms and conditions of the Offer.

2. DIRECTORS’ REJECTION RECOMMENDATION

The Board consists of Messrs. Grant Duddle (Chair) and Charles Straw.

The Board, in consultation with its independent advisors, hascarefully reviewed and considered the Offer, and does not consider theOffer to be in the best interests of Shareholders. For the reasons setout below under “REASONS FOR REJECTION RECOMMENDATION”, the Board unanimously recommends that Shareholders REJECT AND DO NOT TENDER theirGold Basin Shares to the Offer. Any Shareholder who has alreadytendered his, her or its Gold Basin Shares to the Offer should WITHDRAW those Gold Basin Shares, inaccordance with the procedures outlined in the Offer Circular under“ The Offer – 8. Right toWithdraw Deposited Shares ”.

Shareholders should nevertheless consider the Offer carefully and cometo their own decision to accept or reject the Offer. Shareholders whoare in any doubt as to how to respond to the Offer should consulttheir investment dealer, lawyer or other advisor.

3. REASONSFOR REJECTION RECOMMENDATION

The Board is recommending that Shareholders REJECT the Offer for the followingreasons:

• The Board is of the view that the Company’s existing course ofbusiness, including the continued development of the Gold BasinProject (as defined below), is in the best interests of the Companyand Shareholders in the long-term.

• Technical due diligence of CANEX’s Gold Range Project in MohaveCounty, Arizona (the “ Gold RangeProject ”) including a site visit by management and itsadvisors, was previously undertaken, and the Board believes that thepotential for the discovery of a sizable oxide gold deposit on theGold Range Project property is unlikely when compared to the potentialof the Gold Basin Project. As such, the Board does not consider thatthe Gold Range Project has merit for future expenditure.

• The Board is deeply concerned about certain misrepresentationspresented by the Offeror in the Offer Circular, which have beenpresented as reasons for Shareholders to tender to the Offer. TheCompany is in contact with the Offeror in respect of thesemisrepresentations, which are described in greater detail below under“ADDITIONAL INFORMATION AND CORRECTION OF MISLEADING STATEMENTS INTHE OFFER CIRCULAR”.

• The Board is concerned with the excessive conditionality of the Offer,and is concerned that in light of such conditionality, it is not a bona fide , actionableproposal capable of proper consideration by Shareholders. Forexample:

  • The Offeror states that it cannot waive the CTO Revocation Condition(as defined in and described in the Offer Circular), but even thismandatory condition, as drafted, does not point to an objectivedetermination – instead, it entails a nebulous requirement that theOfferor determine “in its reasonable judgment” that the terms andconditions revoking the Cease Trade Order (as defined below) won’tmake the bid “materially more costly”.

  • There is a condition that 66?% of Gold Basin Shares, on a fullydiluted basis, be tendered to the bid by the Expiry Time. This is wellin excess of the statutory minimum of 50%, and is highly unlikely tobe met, a fact known to the Offeror given its knowledge of theShareholder base.

  • There is a condition that (in addition to tendering their Gold BasinShares to the Offer) holders of at least 30% of the Gold Basin Sharesshall have also entered into lock-up agreements by the Expiry Time.This appears to amount to an additional “walk right” for theOfferor, and it is unclear what additional benefits the lock-upagreements will provide.

  • There is a condition that the Offeror confirm “in its reasonablejudgment” the use of proceeds and arm’s length basis of theCharrua Capital Loan (as defined in the Circular), presumablynecessitating action by the Offeror beyond reviewing what Gold Basinhas publicly disclosed; this condition cannot feasibly be fulfilled,as the Company does not intend to, and has no obligation to, providethe Offeror with its internal documentation in order for the Offerorto make such a confirmation.

  • Finally, the Offeror conditions the Offer on the termination of theHelix Farm-In Agreement (as defined below). In the view of the Board,that is not a customary or commercially reasonable condition; instead,it appears to be a groundless attempt to force the Company todismantle a duly executed and bonafide commercial arrangement as a prerequisite to providingShareholders with any certainty that the Offer will be completed. TheCompany does not intend to terminate the Helix Farm?In Agreement,and there is no reasonable basis to compel it to do so.

Conditioning the Offer on events that the Offeror knows will notoccur, or which are not likely to occur, renders the Offer difficult,if not impossible, to properly consider and suggests a tactical,rather than transactional, purpose. The Board is deeply concerned thatthe Offeror’s unrealistic, vague and highly subjective conditionsserve to benefit only the Offeror at the expense of Shareholders. TheOffer appears to be a mere option that the Offeror could choose toexercise should it so desire upon expiry – an option which can beotherwise discarded for virtually any reason it chooses – being, asit appears to be, premised on conditions that are plainly not bona fide . These conditions alsoappear to undermine the statutory requirement that the Gold BasinShares be taken up under an offer where the terms and conditions havebeen satisfied.

In light of the foregoing, the Board unanimously recommends thatShareholders REJECT AND DO NOTTENDER their Gold Basin Shares to the Offer. Any Shareholderwho has already tendered his, her or its Gold Basin Shares to theOffer should WITHDRAW thoseGold Basin Shares, in accordance with the procedures outlined in theOffer Circular under “ The Offer– 8. Right to Withdraw Deposited Shares ”.

4. RECENTDEVELOPMENTS WITH RESPECT TO GOLD BASIN

The Board is not aware of any material developments in the affairs ofGold Basin since the date of its last filed unaudited financialstatements dated September 30, 2024, other than as follows:

• On February 26, 2025, the Companyannounced that (a) the Option Agreement on the New Pass Property inNevada has been terminated; (b) Mr. Stephen Pearce joined the Boardand replaced Mr. Mark Lotz as Chief Financial Officer and CorporateSecretary; and (c) Mr. Colin Smith resigned as Chief ExecutiveOfficer, and Mr. Straw was appointed as Interim Chief ExecutiveOfficer.

• On April 28, 2025, the Companyannounced that it had entered into a binding farm-in agreement (the Helix Farm-InAgreement ”) with Helix Resources Limited(“ Helix ”) whereby Helix can earn a minority interest of up to 40%in the Gold Basin gold oxide project (the “ Gold Basin Project ”). Pursuant to the Helix Farm-In Agreement, Gold Basinwill retain a minimum of 60% of the Gold Basin Project and remain asthe operator. Helix will spend up to A$3 millionover 2 years with the first A$1 million earning an initial 20% of theGold Basin Project, with each additional A$1 million earning a further 10%, up to a maximum of 40%. Helix canelect to directly pay outstanding unpaid exploration costs as part ofthe earn-in. In addition, Helix and Gold Basinwill establish a Joint Venture Committee comprising two membersappointed by each, with Gold Basin appointing the Chairman of theCommittee. Finally, Helix will also acquire a 1% net smelter royaltyover the Gold Basin Project through the issuance of 150 million Helixshares, which are subject to escrow restrictions.

• On May 1, 2025, Anthony Balic resigned from theBoard.

• On May 6, 2025, the BritishColumbia Securities Commission issued a cease trade order against theCompany for a failure to file certain continuous disclosure documents(the Cease TradeOrder ”). A halt in trading of the Gold BasinShares was imposed by the Canadian Investment Regulatory Organizationthe next day.

• The Company’s auditor, Manning Elliott LLP, resignedon June 28, 2025.

• CANEX obtained a partial revocation order of the ceasetrade order on August 18, 2025 for purposes of making the Offer, and trading in the Gold Basin Shares remainshalted

• The Company’s transfer agent, TSX Trust Company,resigned on August 21, 2025.

• Mr. Pearce resigned as a director and Chief FinancialOfficer and Corporate Secretary of the Company on September 25,2025.

Except as may be disclosed in this Circular, there are no agreementsentered into by Gold Basin in response to the Offer or any negotiationthat is currently being undertaken by Gold Basin or is under way inresponse to the Offer that relates to or would result in:

(a) an extraordinary transaction such as a merger or reorganization involving Gold Basin or any subsidiary of Gold Basin;

(b) a purchase, sale or transfer of a material amount of assets by Gold Basin or any subsidiary of Gold Basin;

(c) a competing take-overbid;

(d) an issuer bid or tender offer for or other acquisition of securities by Gold Basin; or

(e) any material change in the present capitalization or dividend policy of GoldBasin.

5. CORRECTION OF MISLEADING STATEMENTS IN THEOFFER CIRCULAR

The Offer Circular contains numerous inaccuracies andmisrepresentations in respect of the affairs of Gold Basin, and framessuch inaccuracies and misrepresentations as reasons for Shareholdersto tender to the Offer. These include misrepresentations related tothe White Hills farm-in agreement and associated private mineralclaims and leases (the “ White HillsProject ”), as well as misrepresentations related to the HelixFarm-In Agreement.

Misrepresentations Related to theWhite Hills Project

It is claimed in the Offer Circular that the acquisition of the WhiteHills Project by Helix occurred while the Company was “faced withstrong shareholder support for a transaction with CANEX”. That claimis false and misleading. The sale of the White Hills Project wasannounced on March 28, 2025, while the unsolicited “offer” byMayfair Acquisition Corp. (“ Mayfair ”) to acquire Gold Basin (the “ Mayfair Offer ”) was announced justdays earlier on March 20, 2025. Of note, the Mayfair Offer was not theformal commencement of a takeover bid – instead, it was merely anannouncement of a nascent and vague intention to potentially launchsuch a bid at an unspecified point in the future. By Mayfair’s ownadmission, no takeover bid would have been made without receipt oflock-up agreements from 30% of the Shareholders as well as 30% of theshareholders of CANEX, which were evidently not in hand, particularlygiven that as of CANEX’s latest disclosure, only ~26% of theShareholders are locked up under the Offer.

The Board cautions Shareholders that it is, at best, highly dubious toassert that the Mayfair Offer, or any other highly conditional eventthat preceded the Mayfair Offer, caused Messrs. Straw or Calvin Heronto effect the sale of the White Hills Project, within days of theMayfair Offer being announced, in order to appropriate a corporateopportunity of the Company. On the contrary, commercially reasonablenegotiations related to the sale of the White Hills Project had beenongoing for months prior to the Mayfair Offer, and such negotiationswere entirely unrelated to the operations of the Company. In addition,the White Hills Project grounds lie outside the Company’s oxide goldproject area, a fact known to CANEX as its representatives are formerdirectors of the Company, and therefore amounting to the advancementby CANEX of a deliberately misleading premise. The White Hills Projectcannot reasonably be  considered a corporate opportunity of theCompany at all – instead, it is an earn-in joint venture that wasentered into years ago between parties unrelated to Gold Basin, and onwhich Centric Minerals Management (USA) Inc. has spent a significantsum on exploration expenditure to further the provisions of theearn-in.

Misrepresentations Related to theHelix Farm-In Agreement

With respect to the Helix Farm-In Agreement, it is claimed in theCircular, among other things, that “[b]y conveying a material assetof the Company to a related party in the face of a take-over bid, theHelix Transaction also clearly constitutes an improper defensivetactic in contravention of National Policy 62-202 – Take-Over Bids – Defensive Tactics ”. Thatconclusion is flawed for numerous reasons.

First, the Helix Farm-In Agreement was properly considered by thedirectors of both of Gold Basin and Helix. Indeed, Board discussions,negotiations and resolutions were undertaken before any takeover bidcould reasonably have been considered imminent. Therefore, theexecution of the Helix Farm-In Agreement did not occur “in the faceof” a take-over bid. Second, the implication by CANEX that Helix isnot a bona fide purchaser forvalue is entirely without merit. Mr. Michael Povey is not an insiderof the Company, and has not been so since October 25, 2024. The HelixFarm-In Agreement was negotiated entirely at arm’s length and in acommercially reasonable manner in order to advance the Company’sexploration efforts, consistent with the best interests of allShareholders. Finally, as described above under “ Misrepresentations Related to the WhiteHills Project ”, the Mayfair Offer was not even a take-overbid. Its existence at the time of the conclusion of the HelixTransaction (being April 28, 2025 – i.e., being over a month sincethe Mayfair Offer was announced without any formal action having beentaken by Mayfair), had no impact whatsoever on the Company’s viewsof the merits of the Helix Transaction for Shareholders, despiteCANEX’s assertions to the contrary.

6. ADDITIONAL INFORMATION

Change of Control

In the event that the Offer were to be completed, it is expected thatit would constitute a “Change of Control Event” as defined in theconsulting agreement between Gold Basin and Mr. Straw dated January 1,2021 (the “ ConsultingAgreement ”). If, during the period beginning one month beforethe Change of Control Event and ending on the first anniversarythereof, the Consulting Agreement is: (i) terminated by Gold Basinother than for cause or due to an automatic termination event, or (ii)terminated by Mr. Straw on at least 30 days’ notice, then Gold Basinwould be required to pay Mr. Straw any unpaid fees to the effectivedate of termination and, subject to Mr. Straw’s resignation from allofficer and director positions and the exchange of mutual full andfinal releases (including receipt of a duly executed release in a formsatisfactory to Gold Basin, acting reasonably), would be required topay a lump sum equal to 12 months of fees within 10 business daysafter receipt of such release. The foregoing summary is subject to thefull terms of the Consulting Agreement, which is available for reviewon the Company’s profile on SEDAR+ at www.sedarplus.ca .

The Board is not aware of any material fact or other matter concerningthe securities of Gold Basin that has not been disclosed herein, ordisclosed in the Offer Circular, or that has not been generallydisclosed, that would reasonably be expected to affect the decision ofthe holders of Gold Basin Shares to accept or reject the Offer.

7. OWNERSHIP OFCOMPANY SECURITIES BY ITS DIRECTORS, OFFICERS AND INSIDERS GOLD BASINSHARES HELD BY DIRECTORS, OFFICERS AND INSIDERS

None of the directors or officers of Gold Basin, or to the knowledgeof Gold Basin, any associate or affiliate of the directors , officers or

other insiders of Gold Basin, any associate or affiliate of GoldBasin, any insider of Gold Basin other than its directors or officers,or any person acting jointly in or concert with Gold Basinbeneficially owns or exercises control or direction over any GoldBasin Shares, except as outlined in the table directly below. Inaddition, no Gold Basin Shares have been traded within the 6-monthperiod preceding the date of this Circular by any such persons. Suchpersons have not accepted, and do not intend to accept, the Offer.

STOCK OPTIONS AND OTHER CONVERTIBLESECURITIES HELD BY DIRECTORS, OFFICERS AND INSIDERS

During the two-year period preceding the date of this Circular, thestock options for Gold Basin Shares listed in the table below wereissued to the current directors, officers or insiders of Gold Basinnamed therein. No other securities convertible into or exercisable forGold Basin Shares were issued to the current directors, officers orinsiders of Gold Basin within the two-year period preceding the dateof this Circular.

8. HOLDINGS OFOFFEROR SECURITIES BY GOLD BASIN OR ITS DIRECTORS, OFFICERS AND OTHER INSIDERS

To the knowledge of Gold Basin after reasonable inquiry, as at thedate of this Circular, no securities of the Offeror are held by GoldBasin, the directors or officers of Gold Basin, or by any associate oraffiliate of Gold Basin or any such insider of Gold Basin, or by anyperson or company who beneficially owns, directly or indirectly, orexercises control or direction over, more than 10% of any class ofequity securities of Gold Basin, or by any person or company actingjointly or in concert with Gold Basin.

9. RELATIONSHIPBETWEEN OFFEROR AND DIRECTORS AND OFFICERS OF GOLD BASIN

No current officers or directors of Gold Basin are also directors orofficers of the Offeror or any subsidiary of the Offeror. In addition,no director or officer of Gold Basin and their associates and, to GoldBasin’s knowledge after reasonable enquiry, any person who owns morethan 10% of any class of equity securities of Gold Basin for the timebeing outstanding has any interest in any material transaction towhich the Offeror is a party.

10. STATUTORYRIGHTS OF ACTION

Securities legislation in the provinces and territories of Canadaprovides security holders of Gold Basin with, in addition to any otherrights they may have at law, one or more rights of rescission, pricerevision or to damages, if there is a misrepresentation in a circularor notice that is required to be delivered to those security holders.However, such rights must be exercised within prescribed time limits.Security holders should refer to the applicable provisions of thesecurities legislation of their province or territory for particularsof those rights or consult a lawyer.

11. APPROVAL OFDIRECTORS’ CIRCULAR

The contents of this Circular have been approved, and delivery thereofhas been authorized, by the Board.

12. CERTIFICATE

Dated: October 16, 2025

The foregoing contains no untrue statement of a material fact and doesnot omit to state a material fact that is required to be stated orthat is necessary to make a statement not misleading in light of thecircumstances in which it was made.

On Behalf of the Board of Directors

This is an important document thatrequires your careful review and consideration. Enquiries concerningthe information contained in this document should be directed to GoldBasin Resources Corporation, Attention: Charles Straw, Interim ChiefExecutive Officer, President and Director at charles@goldbasincorp.com.

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