Exhibit 99.1

NOTICE OF SPECIAL MEETING

and

MANAGEMENT INFORMATION CIRCULAR

of

Gold Basin Resources Corporation

for the

SPECIAL MEETING OF SHAREHOLDERS

to be held June 4, 2026

in connection with a proposed

PLAN OF ARRANGEMENT

involving

CANEX METALS INC.,

GOLD BASIN RESOURCES CORPORATION

and the

SHAREHOLDERS OF GOLD BASIN RESOURCES CORPORATION

May 14, 2026

GOLD BASIN RESOURCES CORPORATION

1200 Waterfront Centre, 200 Burrard Street

Vancouver, British Columbia, Canada, V7X 1T2

Telephone: 403-233-2636

NOTICE OF SPECIAL MEETING OF
THE SHAREHOLDERS OF GOLD BASIN RESOURCES CORPORATION

NOTICE IS HEREBY GIVEN that a special meeting (the “Meeting”) of the holders (the “Shareholders”) of common shares (the “Shares”) of Gold Basin Resources Corporation (“Gold Basin”) will be held at 1200 Waterfront Centre, 200 Burrard St., Vancouver, British Columbia on June 4, 2026, at 10:00 a.m. (Vancouver time), for the following purposes:

The Circular includes more detailed information relating to the matters to be considered at the Meeting.

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on May 5, 2026 (the “Record Date”).

Shareholders will be able to attend the Meeting in person. Registered Shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting. Non-registered (beneficial) Shareholders who have not appointed themselves as proxyholder will be able to attend the Meeting as guests, however, they will not be able to participate or vote at the Meeting.

Forms of proxy must be returned to TSX Trust Company, Gold Basin’s transfer agent, prior to 10:00 a.m. (Vancouver time) on June 2, 2026, or at least 48 hours (excluding Saturdays, Sundays and holidays) before any adjournment or postponement of the Meeting. The time limit for deposit of proxies may be waived or extended by the chair of the Meeting at their discretion, without notice.

If you are a beneficial Shareholder and have received these materials through your broker or through another intermediary, please complete and return the voting instruction form provided to you by your broker or other intermediary in accordance with the instructions provided therein.

If appointing a person, other than the management nominees identified on the form of proxy or voting instruction form, to represent you at the Meeting, you must follow the instructions in the Circular or on the form of proxy or voting instruction form to appoint such proxyholder by such proxy deadline. Once appointed, registering the proxyholder before such proxy deadline is an additional step in order for the proxyholder to participate in the Meeting. Additional information on how to attend and participate at the Meeting can be found in the accompanying Circular. Shareholders who are planning to return the form of proxy or a voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy or voting instruction form.

Pursuant to an interim order made by the Supreme Court of British Columbia (the “Court”) pursuant to section 291 of the BCBCA (the “Interim Order”), each registered Shareholder as of the Record Date will be granted the right to dissent in respect of the Arrangement Resolution. To exercise such dissent right: (a) a written notice of dissent to the Arrangement Resolution must be received by Gold Basin c/o Fasken Martineau DuMoulin LLP, 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3 (Attention: Mark Pontin) by 5:00 p.m. (Vancouver time) on June 2, 2026, or two business days prior to any adjournment or postponement of the Meeting; (b) the Shareholder must not have voted in favour of the Arrangement Resolution; and (c) the Shareholder must have otherwise complied with the provisions of sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order and a final order made by the Court (the “Final Order”) approving the arrangement (if applicable). The right to dissent is described in the Circular and the text of each of the Plan of Arrangement, the proposed form of Interim Order and sections 237 to 247 of the BCBCA, which are set forth in Appendices B, G and J, respectively, to the Circular.

Persons who are beneficial holders of Shares registered in the name of a broker, custodian, nominee or other intermediary who wish to dissent in respect of the Arrangement Resolution should be aware that only registered Shareholders as of the Record Date are entitled to dissent. Accordingly, a beneficial Shareholder desiring to exercise this right of dissent must make arrangements for the registered Shareholder which holds shares as nominee for such beneficial Shareholder to dissent on their behalf.

Failure to strictly comply with the requirements set forth in sections 237 to 247 of the BCBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order and the Final Order (if applicable), may result in the loss of any right of dissent with respect to the Arrangement Resolution.

Your vote is very important, regardless of the number of shares that you own. Whether or not you expect to attend the Meeting, we encourage you to vote using the form of proxy or voting instruction form, as applicable, as promptly as possible to ensure that your vote will be counted at the Meeting.

If you have any questions or require assistance in completing your form of proxy or voting information form, please contact our proxy solicitation agent, Laurel Hill Advisory Group, by calling 1-877-452-7184 (North America Toll-Free) or 416-304-0211 (outside of North America), by texting “INFO” to either number, or by emailing assistance@laurelhill.com.

DATED at Vancouver, British Columbia, this 14^th day of May, 2026.

Table of Contents

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Circular including Appendices C, D and E. Terms and abbreviations used in the other Appendices to this Circular are defined separately and the terms and abbreviations defined below are not used therein, except where otherwise indicated.

“Acquisition Proposal” means, other than the transactions contemplated by the Arrangement Agreement, any offer, proposal, expression of interest or inquiry, or public announcement of an intention (orally or in writing) from any person (other than CANEX or any of its subsidiaries) after the date of the Arrangement Agreement (including, for greater certainty, amendments or variations after the date of the Arrangement Agreement to any offer, proposal, expression of interest or inquiry that was made before the date of the Arrangement Agreement), relating to:

“affiliate” has the meaning ascribed to such term in NI 45-106;

“allowable capital loss” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Arrangement” means the arrangement proposed pursuant to Division 5 of Part 9 of the BCBCA with respect to, inter alia, Gold Basin, the Shareholders and CANEX on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the Plan of Arrangement or made at the direction of the Court in the Interim Order or the Final Order with the consent of Gold Basin and CANEX, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement dated May 11, 2026 between Gold Basin and CANEX (including the schedules attached thereto), as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

“Arrangement Notice Shares” has the meaning ascribed to such term in the section titled “Securities Law Considerations – Dissent Rights Under the Arrangement”;

“Arrangement Resolution” means the special resolution of the Shareholders approving the Arrangement, in the form set out in Appendix A;

“BCBCA” means the Business Corporations Act (British Columbia) including all regulations made thereunder, as promulgated or amended from time to time;

“Board” means the board of directors of Gold Basin as the same is constituted from time to time;

“Board Recommendation” means the unanimous recommendation of the Board to the Shareholders to vote in favour of the Arrangement Resolution after consultation with Stifel Nicolaus and legal advisors, and following the recommendation from the Special Committee, that the Plan of Arrangement is fair to the Shareholders and is in the best interests of Gold Basin;

“Broadridge” means Broadridge Financial Solutions, Inc.;

“business day” means any day of the year, other than a Saturday, Sunday or any day on which major banks are closed for business in the City of Vancouver, British Columbia, Canada;

“CANEX” means CANEX Metals Inc., a corporation existing under the Business Corporations Act (Alberta);

“CANEX Shareholders” means, at any time, the holders of CANEX Shares;

“CANEX Shares” means the common shares of CANEX, as currently constituted;

“Cease Trade Order” means the cease trade order dated May 6, 2025 issued by the British Columbia Securities Commission against the Shares;

“Change in Recommendation” means the circumstances where the Board (1) fails to provide the Board Recommendation, (2) withdraws, withholds, amends, modifies or qualifies, or proposes publicly to withdraw, withhold, amend, modify or qualify the Board Recommendation, (3) approves, accepts, endorses, or recommends or proposes publicly to approve, accept, endorse or recommend, any Acquisition Proposal, or (4) fails to reaffirm the Board Recommendation within the later of: (y) five (5) business days (and in any case prior to the Meeting) after having been requested in writing by CANEX to do so; and (z) if such request is made during a Response Period, within five (5) business days of the end of the Response Period (and in any case prior to the Meeting) (it being understood that the taking of a neutral position or no position with respect to a publicly announced Acquisition Proposal beyond the foregoing period (or beyond the time of the Meeting, if sooner) shall be considered a failure of the Board to reaffirm its recommendation within the requisite time period);

“CIM Standards” has the meaning ascribed to such term in the section titled “General Proxy Information – Information for United States Shareholders”;

“Circular” means this management information circular;

“CIRO” means the Canadian Investment Regulatory Organization;

“Consideration Shares” means the CANEX Shares to be issued to the Former Shareholders pursuant to the Arrangement;

“Convention” means the Convention Between Canada and the United States of America with Respect to Taxes on Income and on Capital, signed September 26, 1980, as amended;

“Court” means the Supreme Court of British Columbia;

“CRA” means the Canada Revenue Agency;

“Depositary” has the meaning ascribed to such term in the section titled “Summary – Procedure for Exchange of Shares for CANEX Shares”;

“Discovery Group” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Dissent Rights” means the rights of dissent granted in favour of Registered Shareholders as of the Record Date in respect of the Arrangement, as described in the Plan of Arrangement;

“Dissenting Non-Resident Holder” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Dissenting Resident Holder” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Dissenting Shareholder” means a Registered Shareholder as of the Record Date who has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolution in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

“DRS Advice” has the meaning ascribed to such term in the section titled “Summary – Procedure for Exchange of Shares for CANEX Shares”;

“Effective Date” means the date that is two (2) business days after the last of the conditions to completion of the Arrangement as set forth in Article 5 to the Arrangement Agreement have been satisfied or waived (other than those conditions which cannot, by their terms, be satisfied until the Effective Date, but subject to satisfaction or waiver of such conditions as of the Effective Date) or such earlier or later date as is agreed to in writing by Gold Basin and CANEX;

“Effective Time” means the beginning of the day (Vancouver time) on the Effective Date or such other time as Gold Basin and CANEX may agree upon in writing;

“Fairness Opinion” means the fairness opinion of Stifel Nicolaus attached to this Circular as Appendix F;

“Final Order” means the final order of the Court approving the Arrangement under Section 291(4) of the BCBCA, and setting forth any necessary language for reliance upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to the Consideration Shares issued pursuant to the Arrangement, in form and substance acceptable to Gold Basin and CANEX, each acting reasonably, after a hearing upon the procedural and substantive fairness of the terms and conditions of the Arrangement, as such order may be affirmed, amended, modified, supplemented or varied by the Court (with the consent of both Gold Basin and CANEX, each acting reasonably) at any time prior to the Effective Date or, if appealed, as affirmed or amended (provided that any such amendment is acceptable to both Gold Basin and CANEX, each acting reasonably) on appeal unless such appeal is withdrawn, abandoned or denied;

“Former Shareholder” means the holders of Shares immediately prior to the Effective Time, other than any Dissenting Shareholder properly exercising Dissent Rights, CANEX or any other affiliate of CANEX;

“forward-looking information” has the meaning ascribed to such term in the section titled “General Proxy Information – Cautionary Statement Regarding Forward-Looking Information”;

“Gold Basin” means Gold Basin Resources Corporation, a corporation existing under the BCBCA;

“Gold Basin Project” has the meaning ascribed to such term in the section titled “Securities Law Considerations – Information Concerning Gold Basin”;

“Gold Range Project” has the meaning ascribed to such term in the section titled “Securities Law Considerations – Information Concerning CANEX”;

“Governmental Authority” means any foreign or domestic multinational, federal, provincial, territorial, state, regional, municipal, local or other government or governmental body and any division, agent, official, agency, bureau, commission, board or authority of any government, governmental body, governmental or public department, central bank, foreign investment authority, quasi governmental or private body (including the TSXV or any other stock exchange) exercising any statutory, regulatory, expropriation, environmental or taxing authority under the authority of any of the foregoing and any domestic, foreign or international judicial, quasi judicial or administrative court, tribunal, commission, board, panel or arbitrator acting under the authority of any of the foregoing;

“Halt” means the temporary halt in the trading of Shares ordered by CIRO on May 7, 2025;

“Helix” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Holder” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations”;

“IFRS” means International Financial Reporting Standards, which are issued by the International Accounting Standards Board, as adopted in Canada;

“Interim Order” means an interim order of the Court concerning the Arrangement pursuant to section 291(2) of the BCBCA, providing for, among other things, the calling and holding of the Meeting, as such order may be amended, affirmed, modified, supplemented or varied by the Court with the consent of Gold Basin and CANEX, each acting reasonably, a copy of the proposed form of which is attached to this Circular as Appendix G;

“Intermediary” has the meaning ascribed to such term in the section titled “General Proxy Matters – Advice to Beneficial Holders of Shares”;

“IRS” means the U.S. Internal Revenue Service;

“June 6 EOI” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“June 9 Press Release” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Laurel Hill” means Laurel Hill Advisory Group;

“Law” or “Laws” means all laws, statutes, codes, ordinances (including zoning), decrees, rules, regulations, bylaws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, Orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity and the term “applicable” with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities;

“Letter of Transmittal” means the letter of transmittal enclosed with the Meeting Materials sent to Registered Shareholders;

“liens” means any hypothecs, mortgages, pledges, assignments, liens, charges, security interests, encumbrances and adverse rights or claims, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

“Lock-Up Agreements” means the voting and support agreements dated May 7, 2026, between CANEX, on the one hand, and each of the senior officers and directors of Gold Basin who did not tender their Shares to the Offer, on the other hand, entered into as a condition precedent in favour of CANEX;

“Locked-up Shareholders” means each of the senior officers and directors of Gold Basin who have entered into Lock-Up Agreements;

“Louise Project” has the meaning ascribed to such term in the section titled “Securities Law Considerations – Information Concerning CANEX”;

“Mayfair” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Mayfair Offer” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Meeting” has the meaning ascribed to such term in the section titled “General Proxy Information – Introduction”;

“Meeting Materials” means, collectively, the Notice of Meeting and this Circular;

“MI 61-101” means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators;

“MLI” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“NI 43-101” means National Instrument 43-101 — Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators;

“NI 45-106” means National Instrument 45-106 — Prospectus Exemptions of the Canadian Securities Administrators;

“NI 51-102” means National Instrument 51-102 — Continuous Disclosure Obligations of the Canadian Securities Administrators;

“NI 54-101” means National Instrument 54-101 — Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators;

“Non-Registered Shareholder” has the meaning ascribed to such term in the section titled “General Proxy Matters – Advice to Beneficial Holders of Shares”;

“Non-Resident Holder” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada”;

“Notice of Dissent” has the meaning ascribed to such term in the section titled “Securities Law Considerations – Dissent Rights Under the Arrangement”;

“Notice of Meeting” means the notice of meeting of Gold Basin dated May 14, 2026 regarding the Meeting;

“Offer” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Option Plan” means the stock option plan for directors, officers, employees and consultants of Gold Basin;

“Options” means options granted by Gold Basin to purchase Shares pursuant to the Option Plan;

“Outside Date” means the date by which the transactions contemplated by the Arrangement Agreement are to be completed, failing which the Arrangement Agreement may be terminated by either Gold Basin or CANEX, which date shall be June 10, 2026 or such later date as the Parties may agree;

“Partial Revocation Order” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Parties” means CANEX and Gold Basin, and “Party” means any one of them, as applicable;

“Petition” means the Petition for the Final Order attached as Appendix I;

“Plan of Arrangement” means the plan of arrangement, substantially in the form of Appendix B, as amended, modified or supplemented from time to time in accordance with the Plan of Arrangement or at the direction of the Court in the Interim Order or Final Order, with the consent of Gold Basin and CANEX, each acting reasonably;

“Pro Forma Consolidated Financial Statements” means, collectively, (i) an unaudited pro forma consolidated statement of financial position of CANEX as at December 31, 2025, which gives effect to the Arrangement as if the transaction had closed on December 31, 2025; and (ii) unaudited pro forma consolidated statements of loss of CANEX for the three months ended December 31, 2025, which give effect to the Arrangement as if the Arrangement had closed on October 1, 2025;

“Proposed Amendments” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations”;

“Proposed Offer” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Proxy” has the meaning ascribed to such term in the section titled “General Proxy Matters – Appointment and Revocation of Proxies”;

“Record Date” has the meaning ascribed to such term in the section titled “General Proxy Matters – Voting Securities of Gold Basin and Principal Holders Thereof”;

“Registered Plans” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment”;

“Registered Shareholder” means a Shareholder who has their Shares registered in the name of the Shareholder;

“Regulation S” means Regulation S under the U.S. Securities Act;

“Representative” means the officers, directors, employees, financial advisors, legal counsel, accountants and other agents and representatives of a Party;

“Resident Holder” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Response” has the meaning ascribed to such term in the section titled “Summary – Court Approval”;

“Response Period” has the meaning ascribed to such term in the section titled “The Arrangement Agreement – Non-Solicitation Covenant and Acquisition Proposal”;

“Resulting Issuer” means CANEX following completion of the Arrangement;

“Resulting Issuer Shares” means common shares of the Resulting Issuer;

“Rule 144” means Rule 144 under the U.S. Securities Act;

“SEC” means the United States Securities and Exchange Commission;

“Section 3(a)(10) Exemption” means the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof;

“SEDAR+” means the System for Electronic Document Analysis and Retrieval +;

“Share Consideration” means, in respect of each Share, 0.592 of a CANEX Share;

“Shareholder Approval” (i) 66^2/3% of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Meeting voting together as a single class; and (ii) if required under applicable Law, a simple majority of the votes cast by the Shareholders on the Arrangement Resolution excluding the votes for Shares held or controlled by “related parties” and “interested parties” as defined under MI 61-101; provided that, pursuant to section 8.2 of MI 61-101, the securities acquired by CANEX under the Offer may be voted in favor of the Arrangement Resolution;

“Shareholders” means, at any time, the holders of Shares;

“Shares” means the common shares of Gold Basin, as currently constituted;

“Shell Company” has the meaning ascribed to such term in the section titled “Securities Law Considerations – United States Securities Law Considerations”;

“Special Committee” means the special committee of the Board as the same is constituted from time to time;

“Stifel Nicolaus” means Stifel Nicolaus Canada Inc.;

“Superior Proposal” means any unsolicited, bona fide written Acquisition Proposal from a person or persons who is or are, as at the date of the Arrangement Agreement, a party that deals at arm’s length with Gold Basin, that is made after the date of the Arrangement Agreement (and is not obtained in violation of the Arrangement Agreement or any agreement between the person making such Acquisition Proposal and Gold Basin) that:

for greater certainty, an Acquisition Proposal shall not constitute a Superior Proposal unless it is an Acquisition Proposal to acquire (A) all of the outstanding Shares (other than Shares beneficially owned by the person making such proposal) or (B) all or substantially all of the assets of Gold Basin and its subsidiaries, taken as a whole, and, if it relates to an acquisition of Shares, is made to all Shareholders on the same terms and conditions;

“Take-Over Bid Circular” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”;

“Tax Act” means the Income Tax Act (Canada) and the regulations promulgated thereunder, as amended;

“taxable capital gain” has the meaning ascribed to such term in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“Taxes” means:

and “Tax” has a corresponding meaning;

“Term Loan” means a term loan from CANEX to Gold Basin on substantially the terms and conditions in the term sheet set out in Schedule C to the Arrangement Agreement;

“Termination Fee” has the meaning ascribed to such term in the section titled “The Arrangement Agreement - Non-Solicitation Covenant and Acquisition Proposal”;

“TFSA”, “FHSA”, “RDSP”, “RESP”, “RRIF” and “RRSP” have the meanings ascribed to such terms in the section titled “Income Tax Considerations – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada”;

“TSX Trust Company” means TSX Trust Company, in its capacity as transfer agent of Gold Basin;

“TSXV” means the TSX Venture Exchange;

“U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

“U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

“U.S. Tax Code” means the United States Internal Revenue Code of 1986, as amended;

“United States GAAP” has the meaning ascribed to such term in the in the section “General Proxy Information – Information for United States Shareholders”;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia;

“VWAP” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”; and

“White Hills Project” has the meaning ascribed to such term in the section titled “The Arrangement – Background to the Arrangement”.

Unless the context otherwise requires, words importing the singular include the plural and vice versa, words importing any gender include all genders and words importing persons include firms and corporations and vice versa.

MANAGEMENT INFORMATION CIRCULAR

GENERAL PROXY INFORMATION

Introduction

This Circular is furnished in connection with the solicitation of proxies by the management of Gold Basin Resources Corporation (“Gold Basin”) for use at the special meeting of Shareholders to be held at 1200 Waterfront Centre, 200 Burrard St., Vancouver, British Columbia on June 4, 2026, at 10:00 a.m. (Vancouver time) (the “Meeting”), respectively, and at any adjournment(s) or postponement(s) thereof.

This Circular does not constitute an offer to sell or a solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation of an offer or a proxy solicitation. Neither the delivery of this Circular nor any distribution of the securities referred to in this Circular will, under any circumstances, create an implication that there has been no change in the information set forth herein since the date at which such information is given in this Circular.

The information concerning CANEX contained in this Circular has been provided by CANEX. Although Gold Basin has no knowledge that would indicate that any of such information is untrue or incomplete, Gold Basin does not assume any responsibility for the accuracy or completeness of such information or the failure by Gold Basin to disclose events that may have occurred or may affect the completeness or accuracy of such information but that are unknown to Gold Basin.

The Plan of Arrangement is attached to this Circular as Appendix B. You are urged to carefully read the full text of the Arrangement Agreement and the Plan of Arrangement. All summaries of, and references to, the Arrangement Agreement, the Arrangement and the Plan of Arrangement in this Circular are qualified in their entirety by reference to the complete text of the Arrangement Agreement and the Plan of Arrangement. A copy of the Arrangement Agreement may be found under Gold Basin’s profile on SEDAR+ at www.sedarplus.ca.

Information contained in this Circular is given as of May 14, 2026 except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

No broker, dealer, salesperson or other person has been authorized to give any information or make any representation in connection with the Arrangement and the issuance of CANEX Shares in connection with the Arrangement, or other matters to be considered at the Meeting, other than those contained in this Circular, and if given or made, any such information or representation must not be relied upon as having been authorized.

Information For United States Shareholders

THE CONSIDERATION SHARES ISSUABLE TO SHAREHOLDERS HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE SEC OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES PASSED ON THE ADEQUACY OR ACCURACY OF THIS CIRCULAR OR THE FAIRNESS OR MERITS OF THE PLAN OF ARRANGEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The issuance of the Consideration Shares to Shareholders in exchange for their Shares has not been and will not be registered under the U.S. Securities Act, or any U.S. state securities Laws, and will be issued to Shareholders in reliance upon the Section 3(a)(10) Exemption. The Section 3(a)(10) Exemption exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been determined by a court of competent jurisdiction, expressly authorized by Law to grant such approval, to be substantively and procedurally fair to the recipients of the securities, after a hearing upon the fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely and adequate notice thereof.

The solicitation of proxies for the Meeting by means of this Circular is not subject to the requirements of section 14(a) of the U.S. Exchange Act. The proxy solicitation rules do not apply to solicitations made by a “foreign private issuer” (as such term is defined in Rule 3b-4 under the U.S. Exchange Act). Accordingly, the solicitations contemplated in this Circular are being made in the United States in accordance with Canadian corporate Laws and Canadian securities Laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. CANEX Shareholders and Shareholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

The Consideration Shares issued to Shareholders in the United States pursuant to the Arrangement will not be registered under the U.S. Securities Act, but will be freely tradable under the U.S. Securities Act, except by persons who are “affiliates” (as defined in Rule 144) of CANEX after the completion of the Arrangement or who were affiliates of CANEX within 90 days prior to the completion of the Arrangement. The Consideration Shares issued to Shareholders who are such affiliates (or former affiliates) will be subject to certain restrictions on resale imposed by the U.S. Securities Act. See “Securities Law Considerations – United States Securities Law Considerations”.

Information concerning the properties and operations of each of CANEX and Gold Basin have been prepared in accordance with the requirements of Canadian securities Laws, which differ from the requirements of United States securities Laws. Mineral reserve and mineral resource estimates, as applicable, included or incorporated by reference in this Circular have been prepared in accordance with NI 43-101 and the Canadian Institute of Mining, Metallurgy and Petroleum definitions and classification system (the “CIM Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Canadian standards, including NI 43-101, differ significantly from the current requirements of the SEC, and mineral reserve and mineral resource information contained or incorporated by reference in this Circular may not be comparable to similar information disclosed by United States companies.

Information concerning descriptions of mineralization and resources contained herein may not be comparable to information made public by U.S. companies which have historically been subject to the reporting and disclosure requirements of the SEC under the SEC’s Industry Guide 7. For example, this Circular uses the terms “measured”, “indicated” and “inferred” mineral resources. Gold Basin advises U.S. investors that while these terms are recognized and required by Canadian Securities Administrators and have more recently been recognized by the SEC in subpart 1300 of Regulation S-K (which is in the process of being implemented and will replace the SEC’s Industry Guide 7), they are not recognized by SEC Industry Guide 7. Furthermore, while subpart 1300 of Regulation S-K represents a substantial convergence of United States and Canadian mandated reporting for public mining companies, the two regimes are not the same.

Prior to the adoption of subpart 1300 of Regulation S-K, the SEC did not recognize the reporting of mineral deposits which do not meet the SEC Industry Guide 7 definition of “reserve”. The estimation of “measured” and “inferred” mineral resources involves greater uncertainty as to their existence and economic feasibility than the estimation of proven and probable reserves. The estimation of “inferred” resources involves far greater uncertainty as to their existence and economic viability than the estimation of other categories of resources. It cannot be assumed that all or any part of a “measured”, “inferred” or “indicated” mineral resource will ever be upgraded to a higher category or converted into a mineral “reserve”, as defined by the SEC. Under Canadian rules, estimates of “inferred mineral resources” may not form the basis of feasibility studies, pre-feasibility studies or other economic studies, except in prescribed cases, such as in a preliminary economic assessment under certain circumstances. SEC Industry Guide 7 currently only permits issuers to report mineralization that does not constitute “reserves” as in-place tonnage and grade without reference to unit measures. Under SEC Industry Guide 7, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made. U.S. investors are cautioned not to assume that any part or all of a “measured”, “indicated” or “inferred” mineral resource exists or is economically or legally mineable. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, socio-political, marketing, or other relevant issues. The quantity and grade of reported inferred resources in this estimation are uncertain in nature and there has been insufficient exploration to define these inferred resources as an indicated or measured mineral resource and it is uncertain if further exploration will result in upgrading them to an indicated or measured mineral resource category. Inferred mineral resources are considered too speculative geologically to have the economic considerations applied to enable them to be categorized as mineral reserves. The mineral resources in this Circular were reported using CIM Standards.

The financial statements and other financial information of Gold Basin included or incorporated by reference in this Circular are subject to Canadian auditing and auditor independence standards, which differ from United States generally accepted accounting principles (“United States GAAP”) and United States auditing and auditor independence standards in certain material respects and thus are not directly comparable to financial statements of United States companies which are prepared in accordance with United States GAAP and that are subject to United States auditing and auditor independence standards. This Circular does not include an explanation of the principal differences between, or any reconciliation of, IFRS and United States GAAP. Investors should consult with their own professional advisors for an understanding of the differences between IFRS and United States GAAP, and of how those differences might affect the financial information presented herein.

Shareholders subject to United States federal taxation should be aware that the Arrangement and the ownership and disposition of CANEX Shares may have material tax consequences in the United States, including, without limitation, the possibility that the Arrangement is a taxable transaction, in whole or in part, for United States federal income tax purposes. Shareholders should consult their own tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of CANEX Shares acquired pursuant to the Arrangement.

The enforcement by CANEX Shareholders and Shareholders of civil liabilities under United States federal and state securities Laws may be affected adversely by the fact that CANEX and Gold Basin are organized under the Laws of Alberta and British Columbia, Canada, respectively, being a jurisdictions outside the United States, that some or all of the officers and directors of CANEX and Gold Basin, respectively, are residents of countries other than the United States, that some or all of the experts named in this Circular are residents of countries other than the United States and that all or a substantial portion of the assets of CANEX, Gold Basin and such persons are located outside the United States. As a result, it may be difficult or impossible for CANEX Shareholders and Shareholders in the United States to effect service of process within the United States upon CANEX, Gold Basin, their respective directors or officers or such experts, or to realize, against them, upon judgments of courts of the United States predicated upon civil liabilities under the federal securities Laws of the United States or “blue sky” Laws of any state within the United States. In addition, CANEX Shareholders and Shareholders in the United States should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities Laws of the United States or “blue sky” Laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities Laws of the United States or “blue sky” Laws of any state within the United States.

Currency Exchange Rates

The following table sets forth the high and low daily average exchange rates for one U.S. dollar expressed in Canadian dollars for each period indicated, the average of the daily average exchange rates for each period indicated and the daily average exchange rate at the end of each such period, based upon the daily average exchange rates provided by the Bank of Canada:

Cautionary Statement Regarding Forward-Looking Information

This Circular (including the Appendices hereto) contains certain statements or disclosures that may constitute forward-looking information or forward-looking statements within the meaning of applicable securities Laws (“forward-looking information”). All statements and disclosures, other than those of historical fact, which address activities, events, outcomes, results or developments that management of CANEX or Gold Basin, as applicable, anticipates or expects may or will occur in the future (in whole or in part) should be considered forward-looking information. In some cases, forward-looking information can be identified by terms such as “anticipate”, “believe”, “contemplate”, “continue”, “could”, “enable”, “expect”, “forecast”, “future”, “may”, “plan”, “potential”, “will” or other comparable terminology.

Various assumptions or factors are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking information. Those assumptions and factors are based on information currently available to Gold Basin, including information obtained from third-party industry analysts and other third-party sources. In some instances, material assumptions and factors are presented or discussed elsewhere in this Circular (including the Appendices hereto) in connection with the statements or disclosure containing the forward-looking information. You are cautioned that the following list of material factors and assumptions is not exhaustive. The factors and assumptions include, but are not limited to:

In particular, this Circular (including the Appendices hereto) and the documents incorporated by reference herein contain forward-looking information and statements, including forward-looking information and statements pertaining to the following:

The forward-looking information in statements or disclosures in this Circular (including the Appendices hereto) and the documents incorporated by reference is based (in whole or in part) upon factors which may cause actual results, performance or achievements of CANEX or Gold Basin, as applicable, to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information. Those factors are based on information currently available to CANEX and Gold Basin, as applicable, including information obtained from third-party industry analysts and other third-party sources. Actual results or outcomes may differ materially from those predicted by such statements or disclosures. While CANEX and Gold Basin do not know what impact any of those differences may have, their business, results of operations, financial condition and credit stability may be materially adversely affected. Factors that could cause actual results or outcomes to differ materially from the results expressed or implied by forward-looking information include, among other things:

The forward-looking information contained in this Circular (including the Appendices hereto) and the documents incorporated by reference herein are made as of the date of such documents. Gold Basin is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable Laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.

The reader is further cautioned that the preparation of financial statements in accordance with IFRS requires management to make certain judgments and estimates that affect the reported amounts of assets, liabilities, revenues and expenses. These estimates may change and such changes may be material, having either a negative or positive effect on net earnings as further information becomes available, and as the economic environment changes.

Shareholders are cautioned that these factors and risks are difficult to predict and that the assumptions used in the preparation of such information, although considered reasonably accurate at the time of preparation, may prove to be incorrect. Accordingly, Shareholders are cautioned that the actual results achieved will vary from the information provided herein and the variations may be material. Gold Basin cautions you that the above list of factors is not exhaustive. Consequently, there is no representation by Gold Basin that actual results achieved will be the same in whole or in part as those set out in the forward-looking information. Other factors which could cause actual results, performance or achievements of CANEX or Gold Basin to differ materially from those contemplated (whether expressly or by implication) in the forward-looking information are disclosed under “Risk Factors”.

Accounting Principles

The unaudited pro forma consolidated financial information of CANEX following the Arrangement as at December 31, 2025 and for the three months ended December 31, 2025 (the “Pro Forma Financial Statements”), are presented in Canadian dollars and are attached as Appendix O to this Circular.

The Pro Forma Financial Statements consist of: (i) an unaudited pro forma consolidated statement of financial position as at December 31, 2025, which gives effect to the Arrangement as if the transaction had closed on December 31, 2025; and (ii) unaudited pro forma consolidated statements of loss for the three months ended December 31, 2025, which give effect to the Arrangement as if the Arrangement had closed on October 1, 2025.

The Pro Forma Financial Statements are based on the respective historical consolidated financial statements of CANEX and Gold Basin. The Pro Forma Financial Statements should be read together with: (a) the unaudited condensed interim consolidated financial statements of CANEX for the three months ended December 31, 2025 which are attached as Appendix N to this Circular; and (b) the unaudited consolidated financial statements of Gold Basin for the years ended December 31, 2025 and 2024, which are attached as Appendix L to this Circular. The Pro Forma Financial Statements and adjustments, including the allocation of the purchase price, are based upon preliminary estimates of fair values of assets acquired and liabilities assumed, current available information and certain assumptions that CANEX believes are reasonable in the circumstances, as described in the notes to the Pro Forma Financial Statements.

Gold Basin has made a dual application pursuant to National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions and Multilateral Instrument 11-102 – Passport System pursuant to Section 13.1 of NI 51-102 to securities regulatory authorities in British Columbia, Alberta and Ontario for exemptive relief from the requirement to include, among other things, certain financial statements, including audited financial statements for the for the years ended December 31, 2025 and 2024, in this Circular as prescribed by Item 14.2 of Form 51-102F5 in respect of this Circular (the “Exemptive Relief”). As of the date hereof, the Exemptive Relief has not been granted and there is no assurance that it will be granted. Under the Arrangement Agreement it is a condition to holding the Meeting and to completing the Arrangement that the Exemptive Relief is granted.

Although unaudited consolidated financial statements of Gold Basin for the years ended December 31, 2025 and 2024 have been prepared and are attached as Appendix L to this Circular, these statements are the responsibility of the Gold Basin’s management and have not been audited or reviewed on behalf of the shareholders by the independent external auditors of Gold Basin. To date, Gold Basin has been unable to provide audited consolidated financial statements for the years ended December 31, 2025 and 2024 and management’s discussion and analysis thereof, because:

Circumstances of this nature would generally be expected to create significant challenges in completing an audit in accordance with Canadian Auditing Standards. Such circumstances may increase audit risk, require substantially expanded audit procedures, and result in increased time and cost associated with the auditor’s engagement.

In addition, where there are concerns regarding the completeness of accounting records, authorization of transactions, related-party relationships, or the reliability of supporting documentation, auditors would typically be required to exercise heightened professional skepticism and perform extensive additional procedures to obtain sufficient appropriate audit evidence.

GENERAL PROXY MATTERS

Solicitation of Proxies

This Circular is provided in connection with the solicitation of proxies by the management of Gold Basin for use at the Meeting to be held at 1200 Waterfront Centre, 200 Burrard St., Vancouver, British Columbia on June 4, 2026, at 10:00 a.m. (Vancouver time) for the purposes set forth in the accompanying Notice of Meeting. While it is expected that the solicitation will be made primarily by mail, proxies may be solicited personally or by telephone by directors, officers and employees of Gold Basin (who will not be specifically remunerated therefor). Gold Basin has retained Laurel Hill to assist it in its solicitation of proxies from Shareholders and provide additional services including but not limited to strategic shareholder communications and recommending corporate governance best practices. Gold Basin has agreed to pay Laurel Hill an aggregate fee of $36,750, plus reasonable out-of-pocket expenses, for these services. All costs of the solicitation for the Meeting will be borne by Gold Basin.

Shareholders consist of registered (or direct) shareholders and non-registered (or indirect or beneficial) shareholders. You are a Registered Shareholder if your name appears on a physical share certificate or DRS Advice issued by Gold Basin’s transfer agent, TSX Trust Company. You are a Non-Registered Shareholder if you hold Shares through an Intermediary, such as a bank, trust company, securities dealer, broker or other nominee or a clearing agency. Most of the Shareholders are Non-Registered Shareholders.

If you owned Shares (either directly or through an Intermediary) as of the Record Date, you are entitled to have your vote counted at the Meeting. The instructions provided below set forth the different procedures to be followed to ensure you are represented at the Meeting whether you are a registered or non-registered (beneficial) holder of Shares. If your Shares are held in more than one form, you should sign and submit all forms of proxy and voting instruction forms received in accordance with the instructions provided.

The information set forth below generally applies to Registered Shareholders. If you are a beneficial holder of Shares (i.e., your Shares are held through an Intermediary, such as a bank, trust company, securities dealer, broker or other nominee or a clearing agency), see “General Proxy Matters – Advice to Beneficial Holders of Shares”.

Voting Procedures

Registered Shareholders and duly appointed proxyholders may attend the Meeting and vote their Shares. Registered Shareholders and duly appointed proxyholders can participate in the Meeting in person.

Voting at the Meeting will only be available for Registered Shareholders and duly appointed proxyholders who have properly registered.

Shareholders who wish to appoint a third-party proxyholder, who is not the management designated proxyholder, to represent them at the Meeting, including Non-Registered Shareholders who wish to appoint themselves or another third party as proxyholder to attend, participate or vote at the Meeting, MUST submit their duly completed proxy or voting instruction form. See “Advice to Beneficial Holders of Shares” below for further details.

Non-Registered Shareholders who have not duly appointed themselves as proxyholder will be able to attend the Meeting as guests, but will not be able to participate or vote at the Meeting.

Appointment and Revocation of Proxies

Registered Shareholders who cannot attend the Meeting in-person may vote by proxy either by mail, personal delivery or fax. Proxies must be completed in accordance with the instructions provided on the form of proxy enclosed with respect to the Meeting (the “Proxy”) and must be received by Gold Basin’s transfer agent, TSX Trust Company, by 10:00 a.m. (Vancouver time) on June 2, 2026, or not less than 48 hours before the commencement of any adjournment or postponement of the Meeting. Registered Shareholders must return the properly completed Proxy to TSX Trust Company as follows:

The chair of the Meeting will have the discretion to accept or reject Proxies deposited in any other manner.

To be valid, the Proxy must be executed by a Registered Shareholder or a Registered Shareholder’s attorney duly authorized in writing or, if the Registered Shareholder is a body corporate, by a duly authorized officer or attorney. If the form of Proxy is executed by an attorney for an individual Registered Shareholder or by an officer or attorney of a Registered Shareholder that is a company or association, documentation evidencing the power to execute the Proxy may be required with signing capacity stated. If not dated, the Proxy will be deemed to have been dated the date that it is mailed to Shareholders.

Management of Gold Basin has designated Shane Ebert and Barbara O’Neill as proxyholders to attend the Meeting and act for those Shareholders at the Meeting who have not specified a particular proxyholder. You have the right to appoint a person other than the designated proxyholders, who need not be a Shareholder, to be your proxyholder if you choose. If you are returning your Proxy to TSX Trust Company, such right may be exercised by inserting such person’s name in the blank space provided in the form of proxy and striking out the names of the designated proxyholders. If you appoint a proxyholder other than the designated proxyholders, that proxyholder must attend the Meeting and vote at the Meeting for your vote to be counted.

A Registered Shareholder executing the Proxy may indicate the manner in which the appointee is to vote with respect to any specific item by checking the appropriate space. The persons named in the enclosed form of proxy will vote the Shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions thereon. In the absence of such instructions, such Shares will be voted in favour of each of the matters referred to herein by the persons named in the enclosed form of proxy.

Revoking a Proxy

A Proxy given pursuant to this solicitation may be revoked at any time prior to its use.

If you are a Registered Shareholder and have given a Proxy, you may revoke it as to any matter on which a vote has not already been cast pursuant to the authority conferred by the Proxy. Proxies may be revoked by depositing a written instrument giving notice of revocation at the office of TSX Trust Company, set out above, or at the registered office of Gold Basin, c/o Fasken Martineau DuMoulin LLP, 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3 (Attention: Mark Pontin), on or before the last business day preceding the day of the Meeting at which such Proxy is to be used. The written notice of revocation must be executed by you or by an officer (if the Registered Shareholder is a corporation or association) or attorney upon presentation of your written authorization.

Proxies may also be revoked by: (a) executing another form of proxy bearing a later date and depositing the same at the offices of TSX Trust Company, prior to the deadline for depositing Proxies set out above; or (b) by attending the Meeting and voting your Shares. A Proxy may also be revoked by any other method permitted by applicable Law.

Only Registered Shareholders have the right to revoke a Proxy in this manner. Non-Registered Shareholders that wish to revoke their voting instructions must, in sufficient time in advance of the Meeting, contact their Intermediary to arrange a revocation.

Voting of Shares Represented by Management Proxies

On any matter to be acted upon or any ballot that may be called for at the Meeting, the Shares represented by each properly executed Proxy in favour of the persons designated in the enclosed Proxy received by Gold Basin will be voted for or against in accordance with the specifications given by the Registered Shareholder. In the absence of such specifications in an enclosed Proxy where the Registered Shareholder has appointed the persons whose names have been pre-printed in the enclosed Proxy as the Shareholder’s nominee at the Meeting, the Shares represented by such Proxies will be voted FOR each of the matters specified in this Circular, including the Arrangement Resolution.

The enclosed Proxy confers discretionary authority upon the persons named therein with respect to amendments to or variations of matters identified in the Notice of Meeting and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, the management of Gold Basin knows of no such amendments, variations or other matters to come before the Meeting. However, where a Registered Shareholder has appointed the persons whose names have been pre-printed in the enclosed Proxy as the Registered Shareholder’s nominee at the Meeting, if any amendments or variations to matters identified in the Notice of Meeting or other matters which are not now known to management of Gold Basin should properly come before the Meeting, the enclosed Proxy may be voted on such matters in accordance with the best judgment of the person voting the Proxy.

Advice to Beneficial Holders of Shares

Registered Shareholders or the persons they validly appoint as their proxies are permitted to vote at the Meeting. However, in many cases, Shares beneficially owned by a person (a “Non-Registered Shareholder”) are registered either: (i) in the name of an intermediary (including banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans) that the Non-Registered Shareholder deals with in respect of the Shares (an “Intermediary”), or (ii) in the name of a clearing agency (such as CDS Clearing and Depository Services Inc.) of which the Intermediary is a participant, and therefore are not a Registered Shareholder. Only Registered Shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Without specific instructions, Intermediaries are prohibited from voting securities for their clients.

Gold Basin will have caused its agent to deliver copies of the Meeting Materials to the clearing agencies and Intermediaries for onward distribution to Non-Registered Shareholders.

Non-Registered Shareholders who do not hold their Shares in their own name should also instruct their broker or other Intermediary to complete the Letter of Transmittal with respect to such holders’ Shares and to deliver such Letter of Transmittal to TSX Trust Company, as depositary, in order to receive the Consideration Shares pursuant to the Arrangement.

Intermediaries are required to forward the Meeting Materials to Non-Registered Shareholders unless a Non-Registered Shareholder has waived their right to receive them. Intermediaries often use service companies, such as Broadridge, to forward the Meeting Materials to Non-Registered Shareholders. Applicable regulatory policy requires Intermediaries to seek voting instructions from Non-Registered Shareholders in advance of shareholder meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Shares are voted at the Meeting or any adjournment or postponement thereof. Often, the voting instruction form supplied to a Non-Registered Shareholder by its Intermediary is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder on how to vote on behalf of the Non-Registered Shareholder. Generally, those Non-Registered Shareholders who have not waived the right to receive Meeting Materials will either:

The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. If you are a Non-Registered Shareholder (holding your Shares through a bank, broker, trust company, or custodian) and have received a scannable voting instruction form from Broadridge, you are requested to complete and return the voting instruction form to Broadridge by mail or facsimile or your Intermediary as instructed on the voting instruction form. Alternatively, Non-Registered Shareholders can call the toll-free telephone number printed on their voting instruction form or go to www.proxyvote.com and enter their 16 digit control number to deliver their voting instructions. Broadridge tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting or any adjournment or postponement thereof.

If a Non-Registered Shareholder wishes to attend the Meeting and vote in-person (or have another person attend in-person and vote on behalf of the Non-Registered Shareholder), the Non-Registered Shareholder should insert the Non-Registered Shareholder’s name (or the name of the person the Non-Registered Shareholder wants to attend and vote on the Non-Registered Shareholder’s behalf) in the space provided for that purpose on the request for voting instructions form and return it to the Non-Registered Shareholder’s Intermediary or send the Intermediary another written request that the Non-Registered Shareholder or its nominee be appointed as proxyholder. The Intermediary is required under NI 54-101 to arrange, without expense to the Non-Registered Shareholder, to appoint the Non-Registered Shareholder or its nominee as proxyholder in respect of the Non-Registered Shareholder’s Shares. Under NI 54-101, unless corporate Law does not allow it, if the Intermediary makes an appointment in this manner, the Non-Registered Shareholder or its nominee, as applicable, must be given authority to attend, vote and otherwise act for and on behalf of the Intermediary (who is the registered shareholder) in respect of all matters that come before the meeting and any adjournment or postponement of the meeting. An Intermediary who receives such instructions at least one business day before the deadline for submission of proxies is required to deposit the proxy within that deadline, in order to appoint the Non-Registered Shareholder or its nominee as proxyholder. If a Non-Registered Shareholder requests that the Intermediary appoint the Non-Registered Shareholder or its nominee as proxyholder, the Non-Registered Shareholder or its appointed nominee, as applicable, will need to attend the meeting in-person in order for the Non-Registered Shareholder’s vote to be counted.

Gold Basin may utilize the Broadridge QuickVote™ service to assist Non-Registered Shareholders that are “non-objecting beneficial owners” with voting their Shares over the telephone.

If you have questions, you may contact Gold Basin’s proxy solicitation agent, Laurel Hill, by calling 1-877-452-7184 (North America Toll-Free) or 416-304-0211 (outside of North America), by texting “INFO” to either number, or by emailing assistance@laurelhill.com.

Voting Securities of Gold Basin and Principal Holders Thereof

The Board has fixed the close of business on May 5, 2026 as the record date (the “Record Date”), being the date for the determination of the registered holders of Shares entitled to receive notice of, and vote at, the Meeting. All such holders of record of Shares on the Record Date are entitled either to attend the Meeting and vote the Shares held by them or, provided a completed and executed Proxy shall have been delivered to TSX Trust Company, within the time specified in the attached Notice of Meeting, to attend by Proxy and to vote the Shares held by them.

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Arrangement Resolution authorizing the Arrangement, the full text of which is set out in Appendix A. In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of: (i) 66^2/3% of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Meeting voting together as a single class; and (ii) if required under applicable Law, a simple majority of the votes cast by the Shareholders on the Arrangement Resolution excluding the votes for Shares held or controlled by “related parties” and “interested parties” as defined under MI 61-101; provided that, pursuant to section 8.2 of MI 61-101, the securities acquired by CANEX under the Offer may be voted in favor of the Arrangement Resolution.

The authorized share capital of Gold Basin consists of an unlimited number of Shares without par value. As at the Record Date, there were 135,130,486 Shares issued and outstanding. Each Share entitles the holder thereof to one vote on all matters to be acted upon at the Meeting.

Business may be transacted at the Meeting if two persons who are, or who represent by proxy, shareholders who, in the aggregate, hold at least one-twentieth of the issued shares entitled to be voted at the meeting are present.

To the knowledge of the directors and executive officers of Gold Basin, as at the date hereof, the following are the only persons or companies that beneficially own or exercise control or direction over, directly or indirectly, 10% or more of the voting rights attached to all of the issued and outstanding Shares:

THE ARRANGEMENT

As at the date hereof, there are 135,130,486 Shares issued and outstanding, of which 70,088,199 Shares are held by CANEX. Based on the respective share values at the date of announcement of the Arrangement, Shareholders (other than CANEX and its affiliates, but including Shareholders which tendered to the Offer) are expected to own approximately 32.3% of the post-Arrangement Resulting Issuer Shares on a diluted in-the-money basis (assuming no Dissent Rights are exercised). The Arrangement will be implemented by way of a court-approved plan of arrangement under the BCBCA pursuant to the terms of the Arrangement Agreement, the Interim Order and the Final Order.

Background to the Arrangement

The following is a summary of the material events, discussions and actions leading up to the Arrangement.

CANEX has had discussions with Gold Basin regarding potential merger opportunities and the relative valuation of the companies since 2022. During 2023 and 2024, various meetings were held between CANEX’s and Gold Basin’s management and board members regarding the potential consolidation of the Gold Basin exploration district in Mohave County, Arizona by merging the Gold Basin Project and the Gold Range Project. While a number of Gold Basin’s then directors, including Jim Paterson, John Robins and Darren Klinck, were supportive of merging the district, Gold Basin’s Australia-based management were mostly opposed, but at times would express interest – especially when Gold Basin was financially constrained.

In September 2023, Gold Basin sent an informal merger ratio proposal by email to CANEX, suggesting an exchange ratio of 1.0 Share for 3.75 CANEX Shares which represented a zero (0%) percent premium transaction. CANEX did not find the valuation acceptable and the discussion did not advance.

During 2023, the valuations discussed were based on the then market capitalization of Gold Basin, and a higher valuation was supported by Gold Basin’s larger market capitalization. From September 2023 to November 2024, the market price of the Shares on the TSXV declined by approximately 80%, and Gold Basin’s interim financial statements for the period ended September 30, 2024 revealed a substantial reduction of Gold Basin’s cash, a large increase in debt (which includes an unsecured loan in the aggregate principal amount of US$500,000 to Gold Basin from Charrua Capital LLC, bearing interest at a rate of 15% per annum), and increased risk of insolvency. As a result, the subsequent merger discussions focused on a valuation of Gold Basin being roughly equal to CANEX.

On November 28, 2024, CANEX delivered a non-binding expression of interest directly to the Board and management proposing to merge either the Gold Basin Project or Gold Basin into CANEX. CANEX proposed a cash and stock transaction with an effective merger ratio of 52.4% CANEX: 47.6% Gold Basin, with CANEX paying $1,000,000 of Gold Basin’s debt, representing a 60% premium to the November 27, 2024 closing price of the Shares on the TSXV and a 25% premium to the 30-day volume weighted average market price (“VWAP”) of the Shares on the TSXV ending November 27, 2024. Gold Basin rejected the proposal.

On February 20, 2025, Mayfair Acquisition Corp. (“Mayfair”), a reporting issuer in British Columbia and Ontario and whose shares are listed on the TSXV, made a formal proposal to CANEX’s and Gold Basin’s boards of directors for a shareholder approved business combination of the three entities.

Subsequently, on March 20, 2025, Mayfair issued a press release announcing its intention to make a take-over bid to acquire all of the issued and outstanding shares of both Gold Basin and CANEX in exchange for common shares of Mayfair (the “Mayfair Offer”). The Mayfair Offer proposed to merge CANEX and Gold Basin on an equal valuation basis (50% CANEX: 50% Gold Basin).

The Mayfair Offer was being made with the assistance of, and facilitated by, an alliance of mineral exploration and development companies, including Aquitaine Metals Corp., CopperEx Resources Corp., Defense Metals Corp., K2 Gold Corp., Kodiak Copper Corp., Prospector Metals Corp. and ValOre Metals Corp (collectively, the “Discovery Group”). Representatives of the Discovery Group, including Jim Paterson, John Robins and Darren Klinck, were former directors of Gold Basin. The Mayfair Offer was also supported by Shareholders, who together held significant shareholdings in Gold Basin.

On March 28, 2025, eight days following the public announcement of the Mayfair Offer, Helix Resources Limited (“Helix”), an Australian Securities Exchange listed company, announced in a press release that it had entered into conditional binding letter agreements with Centric Minerals Management (USA) Inc. and White Hills Exploration LLC to acquire the White Hills Project (as defined below), which directly adjoins Gold Basin’s Gold Basin Project in Mohave County, Arizona. Centric Minerals Management (USA) Inc. and White Hills Exploration LLC were the 100% registered and beneficial holder of the White Hills farm-in agreement and the associated private mineral claims and leases (the “White Hills Project”). The beneficial owners of the vendors of the White Hills Project were Charles Straw, who was the President, interim Chief Executive Officer and a director of Gold Basin, and Calvin Heron. Helix’s press release discloses that the vendors will receive AUD$200,000 in cash and AUD$1.3 million in Helix shares in connection with these agreements.

On April 28, 2025, one month following the public announcement of the Mayfair Offer, Gold Basin announced that it had executed a binding farm-in agreement with Helix whereby Helix has the right to earn a minority interest in the Gold Basin Project.

On May 1, 2025, Mayfair announced that it was “assessing its alternatives including litigation and regulatory complaints” due to the current regulatory issues facing Gold Basin, as well as certain transactions involving Gold Basin and its current and former senior management which Mayfair questioned as involving “apparent self-dealing and conflicts of interest”.

On May 6, 2025, the regulator of the British Columbia Securities Commission issued the Cease Trade Order in response to Gold Basin’s failure to file its annual audited financial statements and annual management’s discussion and analysis for the period ended December 31, 2024 and its certifications of annual filings for the year ended December 31, 2024. The next day, CIRO imposed the Halt in trading of the Shares on the TSXV.

Notwithstanding the foregoing, CANEX remained of the view that a combination of its and Gold Basin’s mining projects in the Gold Basin exploration district in Mohave County, Arizona is strategically compelling and would benefit the CANEX Shareholders and the Shareholders, and stakeholders of both CANEX and Gold Basin.

Accordingly, CANEX delivered a non-binding expression of interest to Gold Basin on June 6, 2025, after the close of North American markets (the “June 6 EOI”) with respect to a proposed acquisition by CANEX of all of the Shares in exchange for CANEX Shares in an all-share transaction. The June 6 EOI valued Gold Basin and CANEX equally based on the 30-day VWAP as of the date of the Cease Trade Order and would have resulted in CANEX issuing 122,414,332 CANEX Shares at an exchange rate of 0.871 of a CANEX Share for each one Share. The June 6 EOI valued Gold Basin at $5.52 million implying a roughly 12% premium to the 30-day VWAP of the Shares prior to the imposition of the Cease Trade Order, based on the closing price of the CANEX Shares on June 5, 2025. The transactions contemplated by the June 6 EOI were explicitly subject to the revocation of the Cease Trade Order.

The June 6 EOI remained open for acceptance until 5:00 pm (Toronto time) on June 8, 2025. Gold Basin did not respond to the June 6 EOI.

CANEX announced, in a press release issued on June 9, 2025 (the “June 9 Press Release”), its intention to make a formal offer to acquire all of the Shares in an all-share transaction by way of a take-over bid under the Securities Act (British Columbia) and National Instrument 62-104 – Take-Over Bids and Issuer Bids.

Similar to the June 6 EOI, the proposed offer in the June 9 Press Release (the “Proposed Offer”) valued Gold Basin and CANEX equally based on the 30-day VWAP of the CANEX Shares and the Shares as at the date of the Cease Trade Order and would result in CANEX issuing 122,414,332 CANEX Shares at an exchange rate of 0.871 of a CANEX Share for each one Share. The Proposed Offer valued Gold Basin at $8.57 million based on the CANEX Shares’ closing price on June 6, 2025, implying a roughly 41% premium to the closing price of the Shares on the TSXV prior to the Cease Trade Order. Based on the 30-day VWAP of the CANEX Shares as of June 6, 2025 and the 30-day VWAP of the Shares prior to the Cease Trade Order, the Proposed Offer implied a roughly 21% premium.

The share exchange ratio of 0.871 of a CANEX Share for each Share was estimated inclusive of further dilution to the CANEX Shares and market capitalization appreciation from the subsequently completed $1 million non-brokered private placement by CANEX in June 2025, which resulted in CANEX issuing approximately 18,000,000 CANEX Shares at $0.055 per CANEX Share as announced in the June 9 Press Release.

CANEX initially intended to formally commence the Proposed Offer on or around July 9, 2025 as disclosed in the June 9 Press Release; however, the initial targeted timeline was delayed due to: (i) CANEX’s desire to first receive an order from the British Columbia Securities Commission partially revoking the Cease Trade Order in respect of the Proposed Offer and certain related transactions (the “Partial Revocation Order”) prior to launching the Proposed Offer to ensure compliance with applicable securities laws and the Cease Trade Order, which Partial Revocation Order was issued to CANEX on August 18, 2025, a copy of which is set forth in Appendix K to this Circular; and (ii) the failure of Gold Basin to provide its shareholders list as required by applicable securities laws and the BCBCA.

New high priority geophysical targets from an induced polarization (IP) geophysical survey recently completed over the Louise Project as disclosed in CANEX’s news release dated July 31, 2025 contributed to strong market performance by the CANEX Shares in early August 2025. As a result thereof, CANEX amended its previously announced share exchange ratio and, on August 28, 2025, commenced an offer to purchase all of the Shares on the basis of 0.592 of a CANEX Share for each Share (the “Offer”). The share exchange ratio of 0.592 of a CANEX Share for each Share was estimated inclusive of further dilution to the CANEX Shares from CANEX’s acquisition of three mining claims at the Louise Project and the issuance of a total of 400,000 CANEX Shares as a result thereof.

The Offer represented a $1.16 million increase in consideration to the Shareholders compared to the Proposed Offer value, with a lower exchange ratio reflecting the strong market performance of the CANEX Shares between the date of the Proposed Offer and the Offer, as well as significant increase in CANEX’s market capitalization. The Offer represented a 24.2% premium to the 30-day volume weighted average price of the Shares prior to the Cease Trade Order, based on the 30-day volume weighted average price of the CANEX Shares as of August 27.

On August 21, 2025, Mayfair announced that it would no longer be pursuing the Mayfair Offer but that the representatives of the Discovery Group who were supporting the Mayfair Offer, being Jim Paterson, John Robins and Darren Klinck, would support the Offer.

On August 28, 2025, CANEX commenced the Offer and filed the offer and accompanying take-over bid circular of CANEX dated August 28, 2025, as amended by the notice of variation, change and extension dated December 12, 2025, the notice of variation, change and extension dated January 9, 2026, the notice of variation, change and extension dated January 19, 2026, and the notice of variation, change and extension dated January 30, 2026 (the “Take-Over Bid Circular”).

On February 10, 2026, CANEX completed the Offer. CANEX took up a total of 70,088,199 Shares, representing 51.86% of the issued and outstanding Shares, and issued 41,492,194 CANEX Shares to the Shareholders.

On February 11, 2026, the Supreme Court of British Columbia ordered that an annual general meeting of the shareholders of Gold Basin be held on March 16, 2026 and that CANEX could send notice and conduct the meeting in the same manner as a general meeting called by the directors of Gold Basin. At the meeting on March 16, 2026, Shane Ebert, Mark Ernst, Jim Paterson, John Robins, and Jordan Ross were elected to the board of directors of Gold Basin, constituting a new board of directors and entirely replacing the previous board. The directors of Gold Basin appointed Shane Ebert as President and Chief Executive Officer, Jean-Pierre Jutras as Vice President, Chantelle Collins as Chief Financial Officer, and Barbara O’Neill as Corporate Secretary of Gold Basin.

On March 29, 2026, CANEX delivered a non-binding express of interest with respect to an offer to acquire the remaining Shares not currently held by CANEX for the purpose of Gold Basin becoming, directly or indirectly, a wholly-owned subsidiary of CANEX.

On April 2, 2026, the Special Committee was formed, with Jordan Ross as its chair and the Special Committee retained Fasken as its independent legal counsel.

Between April 2, 2026 and April 6, 2026, Gold Basin and its counsel reviewed and negotiated with CANEX and its counsel the non-binding expression of interest and related exclusivity agreement and confidentiality agreement

On April 6, 2026, CANEX and Gold Basin signed the non-binding expression of interest and related exclusivity agreement and confidentiality agreement.

On April 15, 2026, the Special Committee engaged Stifel as its financial advisor and to prepare the Fairness Opinion.

Between April 6, 2026 and May 11, 2026, CANEX and its legal counsel, on one hand, and Gold Basin and its legal counsel, on the other hand, negotiated the Term Loan and Arrangement Agreement with the Arrangement Agreement being finalized and executed on May 11, 2026.

On May 11, 2026, Stifel provided the Fairness Opinion to the Special Committee and the Board. The Board unanimously determined (with interested directors declaring their interest and abstaining from voting) after consideration of, among other factors, the Fairness Opinion, that the Arrangement was fair to the Shareholders (other than CANEX and its affiliates) and that the Arrangement is in the best interests of Gold Basin and approved the Arrangement Agreement.

Reasons for the Arrangement

In reaching a conclusion that the Arrangement is in the best interest of Gold Basin, and in making their recommendations to the Shareholders, the Board and the Special Committee considered and relied upon a number of factors, including:

The Board and the Special Committee also considered a number of potential issues regarding potentially negative factors and risks resulting from the Arrangement, including:

The Board’s and the Special Committee’s reasons for recommending the Arrangement include certain assumptions relating to forward-looking information, and such information and assumptions are subject to various risks. See “Risk Factors”.

The foregoing summary of the information and factors considered by the Board and the Special Committee is not intended to be exhaustive. In view of the variety of factors and the amount of information considered in connection with its evaluation of the Arrangement, the Board and the Special Committee did not find it practical to, and did not, quantify or otherwise attempt to assign any relative weight to each specific factor considered in reaching its conclusion and recommendation. The Board’s and the Special Committee’s recommendation was made after considering all of the above-noted factors and in light of the Board’s and the Special Committee’s knowledge of the business, financial condition and prospects of Gold Basin, and was also based on the advice of legal advisors to the Board and the Special Committee. In addition, individual members of the Board and the Special Committee may have assigned different weights to different factors.

Fairness Opinion

In determining to recommend the approval of the Arrangement to the Board, the Special Committee considered, among other things, the Fairness Opinion prepared by Stifel Nicolaus.

Stifel Nicolaus provided the Fairness Opinion to the Special Committee to the effect that, as at May 11, 2026, and subject to the assumptions, limitations and qualifications set out in the Fairness Opinion, the consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than CANEX). See “The Arrangement – Fairness Opinion”.

The summary of the Fairness Opinion in this Circular is qualified in its entirety by reference to the full text of the Fairness Opinion attached to this Circular as Appendix F. The full text of the Fairness Opinion sets out the assumptions made, procedures followed, information reviewed, matters considered and limitations and qualifications on the review undertaken by Stifel Nicolaus in connection with the Fairness Opinion. The Special Committee and the Board urge Shareholders to read the Fairness Opinion carefully and in its entirety. The Fairness Opinion has been prepared and provided solely for the use of the Special Committee and for inclusion in the Circular relating to the Arrangement and may not be used or relied upon by any person other than the Special Committee without Stifel Nicolaus’ express prior written consent. The Fairness Opinion does not address the relative merits of the Arrangement as compared to any other strategic alternative that may be available to Gold Basin. The Fairness Opinion is not a recommendation as to how any Shareholder should vote with respect to the Arrangement or any other matter.

Recommendation of the Special Committee

The Special Committee composed of Jordan Ross, an independent director of Gold Basin (as defined in MI 61-101), was formed to, among other things, examine and review the merits of a possible transaction involving CANEX and Gold Basin and to consider other available strategic alternatives in conjunction with management and Gold Basin’s professional advisors and make recommendations to the Board with respect to any such proposed transactions.

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion, as well as a thorough review of other materials and information, including matters discussed in this Circular, and taking into account the best interests of Gold Basin and in consultation with its legal advisors, the Special Committee unanimously recommended to the Board that the Board determine that the Share Consideration to be received by the Shareholders (other than CANEX and its affiliates) is fair, from a financial point of view, to the Shareholders (other than CANEX and its affiliates), that the Arrangement is in the best interests of Gold Basin, that the Arrangement Agreement and the Plan of Arrangement contemplated therein be unanimously approved, that Gold Basin enter into the Arrangement Agreement and for the Board to take all reasonable action to facilitate the Arrangement, and that the Board unanimously recommend that the Shareholders approve the Arrangement and vote in favour of the resolution approving the Arrangement.

Recommendation of the Board

After careful consideration, including a thorough review of the Arrangement Agreement, the Fairness Opinion, as well as a thorough review of other matters, including those discussed in this Circular, and on the unanimous recommendation of the Special Committee, the Board unanimously determined that the acquisition to be effected by way of the Plan of Arrangement is in the best interests of Gold Basin, that the Consideration Shares to be received by the Shareholders (other than CANEX and its affiliates) pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders (other than CANEX and its affiliates) and has unanimously approved the transactions contemplated by the Arrangement Agreement. Accordingly, the Board has unanimously approved the Arrangement and recommends that the Shareholders vote FOR the Arrangement Resolution.

Lock-Up Agreements

CANEX has entered into Lock-Up Agreements with the Locked-up Shareholders, pursuant to which the Locked-up Shareholders have agreed, subject to the terms and conditions of the Lock-Up Agreements, to vote their Shares in favour of the Arrangement Resolution approving the Arrangement. The Locked-up Shareholders collectively beneficially own or exercise control or direction over 866,667 Shares, representing approximately 0.64% of the outstanding Shares.

The obligations of a Locked-up Shareholder under their respective Lock-Up Agreements may be terminated at any time upon the written agreement of CANEX, Gold Basin and such Locked-up Shareholder, and will be terminated if the Arrangement Agreement is terminated in accordance with its terms.

Furthermore, CANEX is obligated under the Arrangement Agreement to vote its Shares in favour of the Arrangement Resolution to approve the Arrangement. CANEX beneficially owns or exercises control or direction over 70,088,199 Shares, representing approximately 51.86% of the outstanding Shares.

The description of the Lock-Up Agreements, both above and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Lock-Up Agreements, which are incorporated by reference herein and may be found under Gold Basin’s profile on SEDAR+ at www.sedarplus.ca.

Description of the Arrangement

The following description of the Arrangement is qualified in its entirety by reference to the full text of the Plan of Arrangement, which is attached as Appendix B of this Circular.

The reason for the Arrangement is to effect the acquisition by CANEX of all of the issued and outstanding Shares, other than the Shares already owned or controlled by CANEX, or any other affiliate of CANEX. Pursuant to the Arrangement Agreement, CANEX and Gold Basin have agreed to complete the Arrangement pursuant to which, among other things, CANEX will acquire all of the issued and outstanding Shares that it does not already own.

If approved, the Arrangement will become effective at the Effective Time, which is expected to be at the beginning of the day (Vancouver time) on the Effective Date or such other time as Gold Basin and CANEX may agree upon in writing. At the Effective Time, the following shall occur or be deemed to occur sequentially in the following order:

If any Former Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under the Arrangement Agreement in order for such Former Shareholder to receive the Share Consideration which such former holder is entitled to receive pursuant to the Arrangement Agreement, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to CANEX or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to CANEX and will be cancelled. Neither Gold Basin nor CANEX, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Gold Basin or CANEX or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

No fractional CANEX Shares will be issued to the Former Shareholders. The number of CANEX Shares to be issued to the Former Shareholders will be rounded down to the nearest whole number of CANEX Shares in accordance with the BCBCA (with no compensation in lieu of such fractional share) in the event that a Former Shareholder is entitled to a fractional share.

See the Plan of Arrangement attached as Appendix B for additional information.

Shareholder Approval

Shareholder Approval

At the Meeting, Shareholders will be asked to consider and, if thought advisable, to pass, with or without variation, the Arrangement Resolution authorizing and approving the Arrangement, the full text of which is set out in Appendix A. In order to become effective, the Arrangement Resolution must be approved by an affirmative vote of: (i) 66^2/3% of the votes cast on the Arrangement Resolution by the Shareholders present in person or represented by proxy at the Meeting voting together as a single class; and (ii) if required under applicable Law, a simple majority of the votes cast by the Shareholders on the Arrangement Resolution excluding the votes for Shares held or controlled by “related parties” and “interested parties” as defined under MI 61-101; provided that, pursuant to section 8.2 of MI 61-101, the securities acquired by CANEX under the Offer may be voted in favor of the Arrangement Resolution.

The Board unanimously recommends that Shareholders vote FOR the Arrangement Resolution. It is the intention of the persons named in the instrument of proxy enclosed with the Meeting Materials, if not expressly directed to the contrary in such instrument of proxy, to vote such proxy FOR the Arrangement Resolution.

Court Approval

The BCBCA requires that the Court approve the Arrangement.

On or about May 14, 2026 Gold Basin applied for the Interim Order providing for the calling and holding of the Meeting and other procedural matters and filed a Notice of Hearing of Petition for the Final Order to approve the Arrangement. Copies of the proposed form of Interim Order and the Notice of Hearing of Petition are attached as Appendices G and H, respectively, to this Circular.

The Court hearing in respect of the Final Order is expected to take place at 9:45 a.m. (Vancouver time) on June 8, 2026, or as soon thereafter as counsel for Gold Basin may be heard, at the courthouse, 800 Smithe Street, Vancouver, British Columbia, subject to the Shareholder Approval. At the hearing, the Court will consider, among other things, the fairness of the terms and conditions of the Arrangement and the rights and interests of every person affected. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

The Section 3(a)(10) Exemption provides an exemption from the registration requirements of the U.S. Securities Act for securities issued in exchange for one or more outstanding securities where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and have received timely and adequate notice thereof. Pursuant to the BCBCA, the Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered.

Under the terms of the Interim Order, each Shareholder and holder of Options will have the right to appear before the Court and make submissions at the application for the Final Order. Any person desiring to appear at the hearing of the application for the Final Order is required to indicate their intention to appear by filing with the Court and serving Gold Basin at the address set out below, on or before 4:00 p.m. (Vancouver time) on June 4, 2026, a Response, including their address for service, together with all materials on which they intend to rely at the application. The Response and supporting materials must be delivered, within the time specified, to Gold Basin at the following address:

Fasken Martineau DuMoulin LLP
550 Burrard Street, Suite 2900
Vancouver, British Columbia V6C 0A3
Attention: Mark Pontin

Subject to the Court ordering otherwise, only those persons who file a Response in compliance with the Interim Order will be provided with notice of the materials to be filed with the Court and the opportunity to make submissions in support or opposition of the Final Order. In the event that the hearing is postponed, adjourned or rescheduled, then subject to further order of the Court only those persons having previously served a Response in compliance with the Interim Order will be given notice of the postponement, adjournment or rescheduled date. A copy of the Petition is attached as Appendix I to this Circular.

The Final Order, if granted, will constitute a basis for the Section 3(a)(10) Exemption with respect to the CANEX Shares to be issued to Shareholders pursuant to the Arrangement. Prior to the hearing on the Final Order, the Court has been or will be informed of this effect of the Final Order.

Regulatory Matters

It is a condition to the completion of the Arrangement that:

CANEX has applied to list the CANEX Shares issuable pursuant to the Arrangement for trading on the TSXV. As of the date hereof, the TSXV has not conditionally approved the listing and there is no assurance that it will do so. Such listing will be subject to CANEX fulfilling all of the requirements of the TSXV, which cannot be guaranteed.

Each of Gold Basin and CANEX have applied for approval from the TSXV for the Term Loan. As of the date hereof, the TSXV has not approved the Term Loan and there is no assurance that it will do so. Such approval will be subject to Gold Basin and CANEX fulfilling all of the requirements of the TSXV, which cannot be guaranteed.

Gold Basin has made a dual application pursuant to National Policy 11-203 – Process for Exemptive Relief Applications in Multiple Jurisdictions and Multilateral Instrument 11-102 – Passport System for the Exemptive Relief As of the date hereof, the Exemptive Relief has not been granted and there is no assurance that it will be granted. Under the Arrangement Agreement it is a condition to holding the Meeting and to completing the Arrangement that the Exemptive Relief is granted.

Procedure for Exchange of Shares for CANEX Shares

For each Registered Shareholder, accompanying this Circular is a Letter of Transmittal. Gold Basin has enclosed an envelope with the Meeting Materials in order to assist Shareholders with returning Letters of Transmittal and related documents to the Depositary.

In order for a Registered Shareholder to receive the Consideration Shares following the Effective Time for each Share held by such Registered Shareholder, such Registered Shareholder must, among other things, deposit the certificate(s) or DRS Advice representing their Shares with 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 Shares deposited in exchange for Consideration Shares pursuant to the Arrangement.

The Letter of Transmittal contains procedural information relating to the Arrangement and should be reviewed carefully. In all cases, issuance of the Consideration Shares for Shares will be made only after timely receipt by the Depositary of a duly completed and signed Letter of Transmittal, together with certificates representing such Shares or applicable DRS Advices and such other documents and instruments referred to in the Letter of Transmittal or as the Depositary may require from time to time. The Depositary will issue the Consideration Shares a Registered Shareholder is entitled to receive in accordance with the instructions in the Letter of Transmittal. CANEX reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any irregularity contained in any Letter of Transmittal received by the Depositary. As soon as practicable following the later of the Effective Date and the deposit of the Shares, including delivery of the Letter of Transmittal, certificates and other corresponding documents required from the Shareholder, the Depositary shall forward the Consideration Shares payable to the applicable Shareholder in accordance with the Plan of Arrangement and the instructions in the Letter of Transmittal.

Any Non-Registered Shareholder whose Shares are registered in the name of a broker, investment dealer, bank, trust corporation, trustee or other nominee should contact that nominee for assistance in depositing such Shares and should follow the instructions of such nominee in order to deposit such Shares with the Depositary.

The method used to deliver a Letter of Transmittal and any accompanying certificates and other relevant documents, if any, is at the option and risk of the relevant Shareholder. Delivery will be deemed effective only when such documents are actually received by the Depositary at the address set out in the Letter of Transmittal. Gold Basin recommends that the necessary documentation be hand delivered to the Depositary and a receipt obtained; otherwise, the use of registered mail with return receipt requested, properly insured, is recommended.

Under no circumstances will interest on the Consideration Shares to be issued in connection with the Arrangement accrue or be paid by CANEX, Gold Basin or the Depositary to persons delivering a Letter of Transmittal in connection with the Arrangement, regardless of any delay in making such payment.

Certificates representing CANEX Shares will be forwarded by first class mail to the addresses supplied in the Letter of Transmittal, if any, or to the address of the Registered Shareholder as last shown on record with Gold Basin, or held at a Depositary office set out in the Letter of Transmittal for pick-up. Delivery of such certificates representing CANEX Shares in accordance with a Shareholder’s instructions in the Letter of Transmittal will be deemed to constitute receipt by such Shareholder.

In the event any certificate which immediately prior to the Effective Time represented one or more outstanding Shares that were transferred or surrendered pursuant to the Plan of Arrangement shall have been lost, stolen or destroyed, then the Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. Upon making of an affidavit of that fact that such certificate has been lost, stolen or destroyed by the Registered Shareholder of such Shares and the receipt by the Depositary of a Letter of Transmittal and any other documents the Depositary requires, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the Consideration Shares which such Registered Shareholder is entitled to receive pursuant to the Plan of Arrangement. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the Registered Shareholder to whom the payment is made will, as a condition precedent to the delivery of such Consideration Shares, be required to give a bond satisfactory to CANEX and the Depositary, in such sum as CANEX and the Depositary may direct or otherwise indemnify CANEX and the Depositary in a manner satisfactory to CANEX and the Depositary against any claim that may be made against CANEX and the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights

Pursuant to the terms of the Plan of Arrangement, Gold Basin, CANEX and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Shareholder or Former Shareholder under the Plan of Arrangement (including any payment to Dissenting Shareholders) such amounts as Gold Basin, CANEX or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Gold Basin, CANEX or the Depositary, as the case may be. For the purposes of the Plan of Arrangement, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person under the Plan of Arrangement, provided that such deducted or withheld amounts are actually remitted to the appropriate governmental entity by or on behalf of Gold Basin, CANEX or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any CANEX Shares to which any such person may otherwise be entitled under the Plan of Arrangement on behalf of such person to satisfy such person’s tax liability, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

THE ARRANGEMENT AGREEMENT

The description of the Arrangement Agreement, both below and elsewhere in this Circular, is a summary only, is not exhaustive and is qualified in its entirety by reference to the terms of the Arrangement Agreement, which is incorporated by reference herein and may be found under each of CANEX and Gold Basin’s profiles on SEDAR+ at www.sedarplus.ca.

Effective Date and Conditions of Arrangement

If the Arrangement Resolution is passed, the Final Order of the Court is obtained approving the Arrangement and all other conditions to the Arrangement Agreement are satisfied or waived, the Arrangement will become effective at the Effective Time, which is expected to be at the beginning of the day (Vancouver time) on the Effective Date or such other time as Gold Basin and CANEX may agree upon in writing.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by each Party to the other Party. Those representations and warranties were made solely for purposes of the Arrangement Agreement and may be subject to important qualifications, limitations and exceptions agreed to by the Parties in connection with negotiating its terms and as set out in certain disclosure delivered in connection with the Arrangement Agreement. In particular, some of the representations and warranties are subject to a contractual standard of materiality or material adverse effect that is different from that generally applicable to public disclosure, or are used for the purpose of allocating risk between the Parties to the Arrangement Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Arrangement Agreement as statements of factual information at the time they were made or otherwise.

The representations and warranties provided by Gold Basin in favour of CANEX relate to, among other things, the Board recommendation, the Fairness Opinion, organization and qualification and authority relative to the Arrangement Agreement.

The representations and warranties provided by CANEX in favour of Gold Basin relate to, among other things, organization and qualification, authority relative to the Arrangement Agreement, government approvals, absence of certain violations, capitalization, financial statements, internal controls, auditors, undisclosed liabilities, reporting status and securities Laws, CANEX’s filings, material changes, compliance with laws, bankruptcy and insolvency, Taxes, mineral properties, mineral reserves and resources; permits, material contracts, litigation, listing of CANEX’s Shares issuable as Share Consideration on the TSXV, Investment Canada Act (Canada) and brokers.

Conditions to the Arrangement Becoming Effective

In order for the Arrangement to become effective, certain conditions must have been satisfied or waived which conditions are summarized below.

Mutual Conditions Precedent

The obligations of CANEX and Gold Basin to complete the Arrangement will be subject to the fulfillment of, among others, the following conditions precedent, which may only be waived with the mutual consent of each of the Parties:

CANEX Conditions Precedent

The obligations of CANEX to complete the transactions contemplated by the Arrangement Agreement shall also be subject to the fulfillment of each of the following conditions precedent (each of which is for the exclusive benefit of CANEX and may only be waived by CANEX in its sole discretion):

Gold Basin Conditions Precedent

The obligations of Gold Basin to complete the transactions contemplated by the Arrangement Agreement shall also be subject to the fulfilment of the following conditions precedent (which are for the exclusive benefit of Gold Basin and may only be waived by Gold Basin in its sole discretion):

Covenants

Covenants of CANEX

CANEX has made certain covenants to Gold Basin, including that CANEX shall:

Covenants of Gold Basin

Gold Basin has made certain covenants to CANEX, including that Gold Basin shall:

Mutual Covenants

Each Party has also made certain covenants to the other Party to take or cause to be taken all actions and to do or cause to be done all things necessary, proper or advisable under Law to consummate the Arrangement as soon as practicable, including:

Non-Solicitation Covenant and Acquisition Proposal

Gold Basin has covenanted to CANEX that it shall not, directly or indirectly, through any person, and shall cause its subsidiaries not to:

Gold Basin has covenanted to CANEX that it shall, and shall cause its subsidiaries and its Representatives to, immediately terminate any existing discussions or negotiations with any parties (other than CANEX) with respect to any offer, proposal, expression of interest or inquiry that constitutes an Acquisition Proposal and shall provide written confirmation to CANEX of such termination. Gold Basin shall, as soon as possible, to the extent it is entitled to do so, request the return or destruction of all information provided to any third party which to Gold Basin’s actual knowledge has entered into a confidentiality agreement with Gold Basin or its subsidiaries relating to a potential Acquisition Proposal. Gold Basin has represented and warranted to CANEX that to the best of its knowledge neither it nor any of its subsidiaries has waived any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it is a party. Gold Basin has agreed, except as permitted by the provisions of the Arrangement Agreement, that it shall not waive any provision of any existing confidentiality agreement relating to a potential Acquisition Proposal or any standstill agreement to which it is a party (it being acknowledged and agreed that the automatic termination or release of any standstill provisions of any such agreement as the result of the entering into or announcement of the Arrangement Agreement pursuant to the terms of any such agreement, shall not be a breach of this covenant).

Notwithstanding the foregoing and any other provision of the Arrangement Agreement or any other agreement between Gold Basin and CANEX, if at any time following the date of the Arrangement Agreement and prior to the Meeting, provided that Gold Basin is in compliance in all material respects with all of its obligations under the Arrangement Agreement, the Board receives a written Acquisition Proposal that was not solicited after entering into the Arrangement Agreement in breach of the provisions of the Arrangement Agreement, the Board may (directly or through its advisors or Representatives):

provided that Gold Basin shall not, and shall not allow its Representatives to, disclose any non-public information with respect to Gold Basin to such person without entering into a confidentiality and standstill agreement having confidentiality and standstill terms no more favourable to such person than the equivalent terms of the confidentiality agreement between the Parties dated April 2, 2026, and provided that CANEX is promptly provided with a list and copies of all information provided to such person not previously provided to CANEX and is promptly provided with access to information similar to that which was provided to such person.

Gold Basin shall promptly (and in any event within 24 hours) notify CANEX of (i) any oral or written Acquisition Proposal or offer, proposal, expression of interest or inquiry that is reasonably expected to lead to an Acquisition Proposal, in each case received after the date hereof and prior to the Meeting, of which any of its directors or officers are or become aware, (ii) any material amendments to an Acquisition Proposal, (iii) any request for non-public information relating to Gold Basin or any of its subsidiaries in connection with an Acquisition Proposal or which request is reasonably expected to lead to an Acquisition Proposal, and (iv) any request for access to the properties, books or records of Gold Basin or any of its subsidiaries by any person that informs Gold Basin or such subsidiary that it is considering making, or has made, an Acquisition Proposal. Any such notice shall include, the identity of the person making the Acquisition Proposal or offer, proposal, expression of interest or inquiry and a description of the material terms and conditions of any such Acquisition Proposal or amendment or offer, proposal, expression of interest or inquiry (and copies of all written documents, correspondence or other material received in respect thereof). Gold Basin shall keep CANEX promptly and reasonably informed (to the extent permitted by the confidentiality agreement contemplated in the Arrangement Agreement) of discussions with respect to such Acquisition Proposal or offer, proposal, expression of interest or inquiry or any material changes, modifications or amendments thereto.

Subject to the provisions of the Arrangement Agreement, at any time following the date of the Arrangement Agreement and prior to the Meeting, if the Board receives an Acquisition Proposal which the Board determines in good faith constitutes a Superior Proposal, the Board may enter into a definitive agreement with respect to such Superior Proposal, provided:

Right to Match

Gold Basin has covenanted that it will not accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal (other than a confidentiality and standstill agreement permitted by the non-solicitation provisions of the Arrangement Agreement) unless:

During the Response Period, CANEX will have the right, but not the obligation, to offer to amend the terms of the Arrangement Agreement. The Board will, in good faith and with the advice of outside legal and financial advisors, review any such written proposal by CANEX to amend the terms of the Arrangement Agreement, including an increase in, or modification of, the consideration to be received by Shareholders, to determine whether the Acquisition Proposal to which CANEX is responding would constitute a Superior Proposal when assessed against the Arrangement as it is proposed by CANEX to be amended. If the Board does not so determine, the Board will promptly reaffirm its recommendation of the transactions contemplated under the Arrangement Agreement in the same manner as described in the Arrangement Agreement by the prompt issuance of a press release to that effect and shall enter into an amended agreement with CANEX reflecting the Arrangement as proposed by CANEX. If the Board does so determine, Gold Basin may after the end of the Response Period approve, recommend, accept or enter into an agreement, understanding or arrangement to proceed with the Superior Proposal, provided that the Response Period has fully expired and all procedural steps have been completed.

Termination Fee

If the Arrangement Agreement is terminated because (i) the Effective Time does not occur on or before the Outside Date; (ii) the Arrangement Resolution fails to receive the requisite vote for approval from Shareholders at the Meeting (including any adjournment or postponement thereof) in accordance with the Interim Order; (iii) Gold Basin breaches any representation or warranty or fails to perform any covenant or agreement on the part of Gold Basin which causes the mutual conditions precedent or the additional conditions precedent to the obligations of CANEX pursuant to the Arrangement Agreement not to be satisfied by the Outside Date; (iv) breach by Gold Basin of the non-solicitation provisions of the Arrangement Agreement, but only if prior to the termination of the Arrangement Agreement, an Acquisition Proposal shall have been made to Shareholders or any person (other than CANEX or any of its affiliates) shall have publicly announced an intention to make an Acquisition Proposal, and such Acquisition Proposal is consummated or effected within twelve (12) months of such termination or within twelve (12) months of such termination, Gold Basin or one or more of its subsidiaries enters into a binding written agreement in respect of, or the Board approves or recommends, a transaction contemplated above and that transaction is subsequently consummated at any time thereafter, provided that for purposes of the above, the references in the definition of “Acquisition Proposal” to “20%” shall be deemed to be references to “50%”; or (v) CANEX terminates the Arrangement Agreement because Gold Basin enters into an agreement, understanding or arrangement to effect an Acquisition Proposal that is a Superior Proposal or makes a Change in Recommendation, then Gold Basin shall pay, or cause to be paid, to CANEX the amount of $211,777 (the “Termination Fee”).

Termination

Subject to payment of the Termination Fee where applicable, the Arrangement Agreement may be terminated at any time prior to the Effective Time:

SECURITIES LAW CONSIDERATIONS

Interests of Certain Persons and Companies in the Arrangement

The directors and executive officers and other related parties of Gold Basin may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Shareholders. These interests include those described herein. The Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by Shareholders.

Gold Basin

All benefits received, or to be received, by directors or executive officers of Gold Basin as a result of the Arrangement are, and will be, solely in connection with their services as directors or employees of Gold Basin or as Shareholders, other than Dr. Shane Ebert, President, Chief Executive Officer and a director of CANEX, Jean Pierre Jutras, Vice President and a director of CANEX, Chantelle Collins, Chief Financial Officer of CANEX and Barbara O’Neill, Corporate Secretary of CANEX, and who have also received, or will also receive, certain benefits solely in connection with their services as directors and officers of CANEX, as more particularly described in this Circular. No benefit has been, or will be, conferred for the purpose of increasing the value of consideration payable to any such person for their Shares, nor is it, or will it be, conditional on the person supporting the Arrangement.

All of the Shares held by the directors and executive officers of Gold Basin will be treated in the same fashion under the Arrangement as Shares held by any other Shareholder.

Consideration

The following table sets out the names, positions and security holdings of the directors and executive officers of Gold Basin owning, or exercising control or direction over, Shares and Options. Where known after reasonable inquiry, such security holdings include any such securities held by the respective associates or affiliates of such directors and executive officers of Gold Basin as of such date and the consideration to be received for such Shares and Options pursuant to the Arrangement.

Notes:

MI 61-101

Gold Basin is required to comply with MI 61-101. MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 generally apply to “business combinations” that terminate the interests of securityholders without their consent and related party transactions.

Business Combination

If the Arrangement constitutes a “business combination” of Gold Basin, MI 61-101 requires that the Arrangement Resolution be approved by a majority of the minority of Shareholders.

A “business combination” includes, for an issuer, a transaction (including an arrangement) as a consequence of which the interest of a holder of an equity security of the issuer may be terminated without the holder’s consent, and where a person who is a “related party”, as defined in MI 61-101, of the issuer at the time the transaction is agreed to (a) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, or (b) is entitled to receive, directly or indirectly, as a consequence of the transaction, a “collateral benefit”, as defined in MI 61-101.

Accordingly, the Arrangement is considered a “business combination” under MI 61-101 because CANEX, which is a “related party” of Gold Basin by virtue of being a “control person” of Gold Basin, and beneficially owns, or has control or direction of, over 10% of the outstanding Shares, would acquire Gold Basin as a consequence of the Arrangement.

In addition, the Arrangement may be considered a “business combination” under MI 61-101 because, as described under the heading “Securities Law Considerations – Interests of Certain Persons and Companies in the Arrangement”, the payments to and benefits to be received by certain senior officers and directors of Gold Basin may be considered a “collateral benefit” for the purposes of MI 61-101.

For the purposes of MI 61-101, directors, senior officers and other related parties of Gold Basin, which include the directors and senior officers of CANEX, which is a “control person” of Gold Basin, receive a “collateral benefit” if they are entitled to receive, subject to certain exceptions, directly or indirectly, as a consequence of the Arrangement, any benefit, including an increase in salary, a lump sum payment, a payment for surrendering securities, or other enhancement in benefits related to past or future services as an employee, director or consultant of Gold Basin, or of another person, regardless of the existence of any offsetting costs to the related party or whether the benefit is provided, or agreed to, by CANEX or Gold Basin, as applicable, or another party to the Arrangement. Among other things, a “collateral benefit” does not include a payment of the Consideration Shares that is identical in amount and form to the entitlement of the general body of Shareholders in Canada.

Minority Approval

In determining minority approval for a business combination, Gold Basin is required to exclude the votes attached to Shares that, to the knowledge of Gold Basin and its directors and officers after reasonable inquiry, are beneficially owned or over which control or direction is exercised by all “interested parties” and their “related parties” and “joint actors” all as defined in MI 61-101. For the purposes of MI 61-101, “interested parties” includes any “related parties” of the issuer (including any directors or senior officers of Gold Basin and any directors or senior officers of any “control person” of Gold Basin, including CANEX) if the related party would, as a consequence of the transaction, (a) directly or indirectly acquire the issuer or the business of the issuer, or combine with the issuer, through an amalgamation, arrangement or otherwise, whether alone or with joint actors, or (b) receive a collateral benefit.

Following disclosure by each of the directors and executive officers of Gold Basin to the Board of the number of Shares held by them and any benefits or payments that they expect to receive pursuant to the Arrangement, the Board has determined that none of the directors and executive officers of Gold Basin is receiving a “collateral benefit” for the purposes of MI 61-101. See “Securities Law Considerations – Interests of Certain Persons and Companies in the Arrangement”.

As CANEX is a “related party” of Gold Basin by virtue of being a “control person” of Gold Basin and beneficially owns, or has control or direction of, over 10% of the outstanding Shares and will acquire Gold Basin as a consequence of the Arrangement, CANEX is considered an “interested party” to Gold Basin for the purposes of the Arrangement. MI 61-101 also provides that CANEX may treat the Shares acquired under the Offer as “minority” shares and to vote them, or to consider them voted, in favour of such business combination if, among other things: (a) the business combination is completed no later than 120 days after the date of expiry of the Offer; (b) the consideration per security in the business combination is at least equal in value to and in the same form as the consideration that the tendering security holders were entitled to receive in the Offer; and (c) the Shareholder who tendered such Shares under the Offer was not (i) a “joint actor” (within the meaning of MI 61-101) with CANEX in respect of the Offer; (ii) a direct or indirect party to any “connected transaction” (within the meaning of MI 61-101) to the Offer; or (iii) entitled to receive, directly or indirectly, in connection with the Offer, a “collateral benefit” (within the meaning of MI 61-101) or consideration per Share that is not identical in amount and form to the entitlement of the general body of holders in Canada of the Shares.

As a result, for the purposes of determining minority approval in accordance with MI 61-101, Shares held by each of the directors and executive officers of Gold Basin will be excluded from the vote at the Meeting to the extent that such directors and officers are receiving a “collateral benefit” for the purposes of MI 61-101. As at the date hereof, no Shares held, directly or indirectly, by any “interested parties” will be excluded.

As a result of the foregoing, the Arrangement is a “business combination” of Gold Basin for the purposes of MI 61-101 and the minority approval requirements of MI 61-101 will apply in connection with the approval of the Arrangement by the Shareholders. In addition to obtaining approval of the Arrangement Resolution by an affirmative vote of at least 66^2/3% of the votes cast on the Arrangement Resolution by the Shareholders present in-person or by proxy at the Meeting, if required under applicable Law, approval will also be sought from a simple majority of the votes cast by Shareholders on the Arrangement Resolution excluding the votes for Shares held or controlled by “related parties” and “interested parties” as defined under MI 61-101; provided that, pursuant to section 8.2 of MI 61-101, the securities acquired by CANEX under the Offer may be voted in favor of the Arrangement Resolution.

Formal Valuation

MI 61-101 also provides that, unless an exemption is available, an issuer proposing to carry out a “business combination” is required to obtain a formal valuation of the “affected securities” (in this case, being the Shares) and any non-cash consideration being offered to, or to be received by, the holders of the “affected securities” (in this case, being the Consideration Shares) from a qualified independent valuator where an “interested party” (in the case of the Arrangement) would, as a consequence of the transaction, directly or indirectly acquire the issuer or the business of the issuer, whether alone or with joint actors.

As discussed previously, CANEX is an “interested party” and would acquire Gold Basin as a consequence of the Arrangement. However, Gold Basin is relying on an exemption from the formal valuation requirements under Section 4.4(1)(a) of MI 61-101, as Gold Basin is not a CSE senior tier issuer and no securities of Gold Basin are listed or quoted on the Toronto Stock Exchange, Cboe Canada Inc., the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the AQSE Growth Market operated by Aquis Stock Exchange Limited.

Prior Valuations

To the knowledge of Gold Basin, other than the Fairness Opinion, after reasonable inquiry, there has been no prior valuation of Gold Basin, the Shares or its material assets in the 24 months prior to the date of this Circular.

United States Securities Law Considerations

The following discussion is only a general overview of certain requirements of the United States federal securities Laws that may be applicable to the Consideration Shares issuable upon completion of the Arrangement. All holders of such securities are urged to consult with their own counsel to ensure compliance with applicable U.S. federal and state securities Laws.

Further information applicable to U.S. securityholders is disclosed under the heading “General Proxy Information – Information for United States Shareholders”.

The following discussion does not address the Canadian securities Laws that will apply to the issue of Consideration Shares, or the resale of any such securities, within Canada by Shareholders in the United States. Shareholders in the United States reselling any such securities in Canada must comply with Canadian securities Laws, as outlined elsewhere in this Circular.

The issuance of the Consideration Shares to Shareholders in exchange for their Shares, pursuant to the Arrangement, has not been and will not be registered under the U.S. Securities Act or applicable U.S. state securities Laws, and such securities will be issued to Shareholders in certain states in reliance upon the Section 3(a)(10) Exemption and exemptions from most applicable U.S. state securities Laws. The Section 3(a)(10) Exemption exempts the issuance of securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration under the U.S. Securities Act where the terms and conditions of the issuance and exchange of such securities have been determined to be substantively and procedurally fair to the persons to whom the securities will be issued by a court of competent jurisdiction, expressly authorized by Law to grant such approval, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and receive timely and adequate notice thereof. Pursuant to the BCBCA, the Court is authorized to conduct a hearing at which the fairness of the terms and conditions of the Arrangement will be considered. All Shareholders are entitled to appear and be heard at this hearing, provided that they satisfy the applicable conditions set forth in the Interim Order. The Court is expected to grant the Interim Order on or about May 14, 2026 and, subject to the approval of the Arrangement by Shareholders, a hearing on the Arrangement will be held on or about June 8, 2026 by the Court. Accordingly, the Final Order, if granted, will constitute a basis for the Section 3(a)(10) Exemption from the registration requirement of the U.S. Securities Act. See “The Arrangement – Court Approval”. The issuance of the Consideration Shares to Shareholders in exchange for Shares, pursuant to the Arrangement, is expected to be exempt from registration under the U.S. Securities Act pursuant to the Section 3(a)(10) Exemption.

The Consideration Shares to be received by Shareholders upon completion of the Arrangement may be resold without restriction under the U.S. Securities Act, except by persons who are “affiliates” (as defined in Rule 144) of CANEX after the Effective Date or who have been affiliates of CANEX within 90 days before the Effective Date. Persons who may be deemed to be affiliates of an issuer generally include individuals or entities that control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as principal shareholders of the issuer. Consideration Shares received by such affiliates or former affiliates of CANEX will be subject to certain restrictions on resale imposed by the U.S. Securities Act, such that they may not resell such securities in the absence of registration under the U.S. Securities Act or an exemption from such registration, if available, such as the exemptions contained in Rule 144 or Rule 904 of Regulation S.

In general, pursuant to Rule 144, such affiliates or former affiliates will be entitled to sell, during any three-month period, the Consideration Shares that they receive pursuant to the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale requirements, aggregation rules, notice filing requirements and the availability of current public information about the issuer required under Rule 144. Such affiliates will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of CANEX. Unless certain conditions are satisfied, Rule 144 is not available for resales of securities of any issuer (each, a “Shell Company”) that has ever had (i) no or nominal operations and (ii) no or nominal assets other than cash and cash equivalents. If CANEX were ever to be deemed to be, or to have at any time previously been, a Shell Company, Rule 144 may be unavailable for resales of CANEX Shares unless and until CANEX has satisfied the applicable conditions.

In general, under Regulation S, persons who are affiliates or former affiliates of CANEX solely by virtue of their status as an officer or director of CANEX may sell the Consideration Shares outside the United States in an “offshore transaction” (which would include a sale through the TSXV, if applicable) if neither the seller nor any person acting on its behalf engages in “directed selling efforts” in the United States and no selling commission, fee or other remuneration is paid in connection with such sale other than a usual and customary broker’s commission. For purposes of Regulation S, “directed selling efforts” means “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered” in the sale transaction. Certain additional restrictions are applicable to a holder of Consideration Shares who is an “affiliate” (as defined in Rule 144) of CANEX after the Arrangement other than by virtue of their status as an officer or director of CANEX.

Dissent Rights Under the Arrangement

Registered Shareholders who wish to dissent with respect to the Arrangement Resolution should take note that strict compliance with the dissent procedures is required.

The following description of the dissent procedures is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder who seeks payment of the fair value of its Shares, as applicable, and is qualified in its entirety by the reference to the Plan of Arrangement, the full text of the proposed form of Interim Order and Part 8, Division 2 of the BCBCA, which are attached to this Circular as Appendices B, G and J, respectively. A Dissenting Shareholder who intends to exercise the Dissent Rights should carefully consider and comply with the provisions of sections 237 to 247 of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, and seek independent legal advice. Failure to comply strictly with the provisions of the BCBCA, as modified by the Interim Order and the Plan of Arrangement, and to adhere to the procedures established therein, may result in the loss of all rights thereunder.

The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights with respect to the Arrangement described herein based on the evidence presented at such hearing.

Each Registered Shareholder as of the Record Date may exercise Dissent Rights in connection with the Arrangement pursuant to and in the manner set forth in Division 2 of Part 8 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and the Final Order (if applicable). Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with the Plan of Arrangement, shall be deemed to have transferred all Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, to Gold Basin, free and clear of all liens, and if such Dissenting Shareholder:

but in no case shall Gold Basin or any other person be required to recognize holders of Shares who purport to exercise Dissent Rights as holders of Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Shares who exercise Dissent Rights shall be deleted from the central securities register as holders Shares at the Effective Time.

Non-Registered Shareholders as of the Record Date who wish to dissent with respect to their Shares should be aware that only Registered Shareholders are entitled to dissent with respect to them. A Registered Shareholder such as an Intermediary who holds Shares as nominee for Non-Registered Shareholders some of whom wish to dissent, must exercise Dissent Rights with respect to the Arrangement on behalf of such Non-Registered Shareholders with respect to the Shares held for such Non-Registered Shareholders. In such case, the Notice of Dissent (as defined below) should set forth the number of Shares it covers.

Pursuant to section 238 of the BCBCA, the Interim Order and the Plan of Arrangement, every Registered Shareholder as of the Record Date who dissents from the Arrangement Resolution in compliance with sections 237 to 247 of the BCBCA will be entitled to be paid by Gold Basin the fair value of the Shares held by such Dissenting Shareholder determined as of the close of business on the business day immediately preceding the date on which the Arrangement Resolution was adopted.

A Dissenting Shareholder must dissent with respect to all Shares in which the holder owns a beneficial interest. A Registered Shareholder who wishes to dissent to the Arrangement Resolution must deliver written notice of dissent (a “Notice of Dissent”) to Gold Basin at Fasken Martineau DuMoulin LLP, 550 Burrard Street, Suite 2900, Vancouver, British Columbia, V6C 0A3 (Attention: Mark Pontin) by 5:00 p.m. (Vancouver time) on June 2, 2026, or two business days prior to any adjournment or postponement of the Meeting, and such Notice of Dissent must strictly comply with the requirements of section 242 of the BCBCA.

Any failure by a Registered Shareholder to fully comply may result in the loss of that holder’s Dissent Rights with respect to the Arrangement. Non-Registered Shareholders who wish to exercise such Dissent Rights must arrange for the Registered Shareholder holding their Shares to deliver the Notice of Dissent.

The delivery of a Notice of Dissent does not deprive a Dissenting Shareholder of the right to vote at the Meeting on the Arrangement Resolution; however, a Dissenting Shareholder is not entitled to exercise the Dissent Rights with respect to the Arrangement with respect to any of their Shares if the Dissenting Shareholder votes in favour of the Arrangement Resolution. A vote against the Arrangement Resolution, whether in-person or by proxy, does not constitute a Notice of Dissent.

A Dissenting Shareholder must prepare a separate Notice of Dissent for themselves, if dissenting on their own behalf, and for each other person who beneficially owns Shares registered in the Dissenting Shareholder’s name and on whose behalf the Dissenting Shareholder is dissenting, and must dissent with respect to all of the Shares registered in their name beneficially owned by the Non-Registered Shareholder on whose behalf they are dissenting. The Notice of Dissent must set out the number of Shares in respect of which the Notice of Dissent is to be sent (the “Arrangement Notice Shares”) and: (a) if such Shares constitute all of the Shares of which the Dissenting Shareholder is the registered and beneficial owner and that holder owns no other Shares as beneficial owner, a statement to that effect; (b) if such Shares constitute all of the Shares of which the Dissenting Shareholder is both the registered and beneficial owner but the Dissenting Shareholder owns additional Shares beneficially, a statement to that effect and the names of the Registered Shareholders, the number of Shares held by such registered owners and a statement that written Notice of Dissents are being or have been sent with respect to such other Shares; or (c) if the Dissent Rights with respect to the Arrangement are being exercised by a registered owner on behalf of a Non-Registered Shareholder who is not the dissenting shareholder, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the registered owner is dissenting with respect to all Shares of the Non-Registered Shareholder registered in such registered owner’s name.

If the Arrangement Resolution is approved by the Shareholders as required at the Meeting, and if Gold Basin notifies the Dissenting Shareholders of its intention to act upon the Arrangement Resolution, the Dissenting Shareholder is then required within one month after Gold Basin gives such notice, to send to Gold Basin the certificates representing the Arrangement Notice Shares and a written statement that requires Gold Basin to purchase all of the Arrangement Notice Shares. If the Dissent Rights with respect to the Arrangement are being exercised by the Dissenting Shareholder on behalf of a Non-Registered Shareholder who is not the Dissenting Shareholder, a statement signed by such Non-Registered Shareholder is required which sets out whether the Non-Registered Shareholder is the beneficial owner of other Shares and if so, (i) the names of the Registered Shareholders of such Shares; (ii) the number of such Shares; and (iii) that dissent is being exercised in respect of all of such Shares. Upon delivery of these documents, the Dissenting Shareholder is deemed to have sold the Shares and Gold Basin is deemed to have purchased them as of the Effective Time.

The Dissenting Shareholder and Gold Basin may agree on the payout value of the Arrangement Notice Shares; otherwise, either party may apply to the Court to determine the fair value of the Arrangement Notice Shares or apply for an order that value be established by arbitration or by reference to the registrar or a referee of the Court. After a determination of the payout value of the Arrangement Notice Shares, Gold Basin must then promptly pay that amount to the Dissenting Shareholder.

A Dissenting Shareholder loses their Dissent Rights with respect to the Arrangement if, before full payment is made for the Arrangement Notice Shares, Gold Basin abandons the corporate action that has given rise to such Dissent Rights (namely, the Arrangement), a court permanently enjoins the action, or the Dissenting Shareholder withdraws the Notice of Dissent with Gold Basin’s consent. When any one of these events occur, Gold Basin must return the share certificates to the Dissenting Shareholder and the Dissenting Shareholder regains the ability to vote and exercise shareholder rights.

The discussion above is only a summary of the Dissent Rights with respect to the Arrangement, which are technical and complex. A Shareholder who intends to exercise such Dissent Rights should carefully consider and comply with the provisions of sections 237 to 247 of the BCBCA as modified by the Interim Order, the Final Order and the Plan of Arrangement. Non-Registered Shareholders who wish to dissent should be aware that only a Registered Shareholder is entitled to dissent.

Gold Basin suggests that any Shareholder wishing to avail themselves of the Dissent Rights with respect to the Arrangement seek their own legal advice, as failure to comply strictly with the applicable provisions of the BCBCA and the Interim Order, Final Order and Plan of Arrangement may prejudice the availability of such Dissent Rights. Dissenting Shareholders should note that the exercise of Dissent Rights with respect to the Arrangement can be a complex, time-consuming and expensive process.

If a Dissenting Shareholder fails to strictly comply with the requirements of the Dissent Rights with respect to the Arrangement, it will lose such Dissent Rights, Gold Basin will return to the Dissenting Shareholder the certificate(s) representing the Arrangement Notice Shares that were delivered to Gold Basin, if any, and if the Arrangement is completed, that Dissenting Shareholder will be deemed to have participated in the Arrangement on the same terms as a non-dissenting Shareholder.

If, as of the Effective Date, the aggregate number of Shares in respect of which Shareholders have duly and validly exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights in connection with the Arrangement, exceeds 10% of the Shares then outstanding, CANEX is entitled, in its discretion, not to complete the Arrangement. See “The Arrangement Agreement — Conditions to the Arrangement Becoming Effective – CANEX Conditions Precedent”.

Information Concerning CANEX

CANEX is a junior mineral exploration company focused on advancing the 100% owned Gold Range Project in Mohave County, Arizona (the “Gold Range Project”) and the Louise Copper-Gold Porphyry Project in British Columbia (the “Louise Project”). Since inception, the efforts of CANEX have been devoted to the acquisition, exploration, and development of mineral properties.

CANEX’s principal asset is the 100% owned Gold Range Project, located in northern Arizona, in Mohave County. The project has yielded several near-surface, bulk-tonnage gold discoveries across a four kilometre gold-mineralized trend. The Gold Range Project represents an early-stage gold exploration opportunity with the potential for resource expansion through further drilling and exploration. In addition to the Gold Range Project, CANEX is advancing the Louise Project in British Columbia which contains a large historic copper-gold resource. The Louise Project has seen limited deep or lateral exploration, providing near-term, low-cost discovery potential for copper and gold mineralization. CANEX has recently completed a large scale and deep looking induced polarization geophysical survey at the Louise Project. The survey has identified two new high priority chargeability targets that have never been identified nor drill tested previously. One, the west Louise Project target, is located two kilometres west of the historic Louise Project deposit and contains similar chargeability and resistivity values as known mineralization. The second, the Louise Project deep target, is a high chargeability zone located immediately north and below the historic Louise Project deposit. This target has potential to host the main body or roots of the faulted Louise Project system and identifying this target was a key objective of the survey.

CANEX is led by an experienced management team with a track record of multiple porphyry and bulk-tonnage discoveries across North America. CANEX is supported by a significant shareholder, Altius Minerals Corporation (Toronto Stock Exchange: ALS), which has invested in CANEX as a strategic sponsor.

CANEX was originally incorporated under the laws of the Province of Quebec on March 15, 1971, and was continued under the Business Corporations Act (Alberta) on July 14, 2011. On April 3, 2017, CANEX amended its articles to change its name from “Northern Abitibi Mining Corp.” to “CANEX Metals Inc.”. CANEX’s 100% owned subsidiary, Canexco Inc., was incorporated on June 5, 2019, in Arizona, to conduct CANEX’s exploration and development business in the United States.

CANEX’s head and registered office is located at Suite 1620, 734 – 7th Avenue SW, Calgary, Alberta T2P 3P8, Canada.

The CANEX Shares trade on the TSXV under the symbol “CANX” and are quoted on the OTC Market under the symbol “NOMNF”.

The following documents of CANEX, filed with securities commissions or similar regulatory authorities in British Columbia, Alberta and Ontario, are attached to this Circular:

For further information concerning the business and operations of CANEX, see Appendix D. CANEX’s filings with the applicable securities regulatory authorities in Canada may be obtained through SEDAR+ at www.sedarplus.ca.

Information Concerning Gold Basin

Gold Basin was incorporated on November 24, 2017 under the laws of the Province of British Columbia, and is a mineral exploration company engaged in the acquisition, exploration and development of mineral properties in North America.

Gold Basin’s principal asset is the “Gold Basin Project”, a 42 km² district-scale gold exploration property located in Mohave County, Arizona. The Gold Basin Project is accessible year-round via a 1.5-hour drive southeast of Las Vegas on U.S. Highway I-93. High-voltage power lines originating from the Hoover Dam crosscut the southern portion of the project area, providing access to infrastructure.

The registered and head office is located at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada.

Prior to a Halt in trading ordered by CIRO on May 7, 2025, the Shares traded on the TSXV under the symbol “GXX”. The Shares also are quoted on the OTC Market under the symbol “GXXFF”.

For further information concerning the business and operations of Gold Basin, see Appendix C. Gold Basin’s filings with the applicable securities regulatory authorities in Canada may be obtained through SEDAR+ at www.sedarplus.ca. Information in Gold Basin’s publicly filed documents may be out of date, inaccurate or incomplete and may not be reflective of the current condition, including financial condition, of Gold Basin. See Appendix K of the Circular, “Cease Trade Order and Partial Revocation Order”.

Information Concerning the Resulting Issuer Following Completion of the Arrangement

As a result of the Arrangement, Gold Basin will be a wholly-owned subsidiary of CANEX. For further information concerning the business and operations of the Resulting Issuer following completion of the Arrangement, see Appendix E.

Pro Forma Consolidated Financial Statements

See Appendix O for the Pro Forma Consolidated Financial Statements.

INCOME TAX CONSIDERATIONS

Certain Canadian Federal Income Tax Considerations

The following summary describes, as of the date hereof, the principal Canadian federal income tax considerations under the Tax Act of the Arrangement generally applicable to a beneficial owner of Shares who, at all relevant times, for purposes of the Tax Act: (i) deals at arm’s length with Gold Basin and CANEX; (ii) is not affiliated with Gold Basin or CANEX; and (iii) holds its Shares, and will hold the CANEX Shares received upon the Arrangement, as capital property (a “Holder”).

Shares will generally be considered to be capital property to a Holder unless such Shares are held by the Holder in the course of carrying on a business of buying and selling securities or were acquired in one or more transactions considered to be an adventure or concern in the nature of trade.

This summary is not applicable to a Holder: (i) that is a “specified financial institution” for the purposes of the Tax Act; (ii) that is a “financial institution” for the purposes of the mark-to-market rules in the Tax Act; (iii) whose interest in which is a “tax shelter investment” for the purposes of the Tax Act; (iv) who makes or has made a functional currency reporting election for the purposes of the Tax Act; (v) that is a foreign affiliate, as defined in the Tax Act, of a taxpayer resident in Canada; (vi) that has entered into or will enter into a “derivative forward agreement” or a “synthetic disposition arrangement”, each as defined in the Tax Act, in respect of the Shares or CANEX Shares; (vii) who acquired or will acquire Shares under an employee stock option plan or other equity-based employment compensation arrangement; (viii) that receives or will receive dividends on the Shares or CANEX Shares under or as part of a “dividend rental arrangement”, as defined in the Tax Act; or (ix) that is exempt from Tax under the Tax Act. In addition, this summary does not address the tax considerations to holders of the Options. Such holders should consult their own tax advisors to determine the tax consequences to them of the Arrangement.

This summary does not address the possible application of the “foreign affiliate dumping” rules that may be applicable to a Holder that is a corporation resident in Canada (for the purposes of the Tax Act) and is or becomes, or does not deal at arm’s length with a corporation resident in Canada (for the purposes of the Tax Act) that is or becomes, as part of a transaction or event or series of transactions or events that includes the Arrangement, controlled by a non-resident person, or a group of non-resident persons not dealing with each other at arm’s length (for purposes of the Tax Act), for purposes of the rules in section 212.3 of the Tax Act. Such Holders should consult their own tax advisors with respect to the tax consequences to them of the Arrangement.

This summary is based on the current provisions of the Tax Act, and on counsel’s understanding of the current administrative policies and assessing practices of the CRA published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. Except for the Proposed Amendments, this summary does not otherwise take into account or anticipate any changes in Law or administrative policy or assessing practice of the CRA whether by legislative, regulatory, administrative or judicial action, nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not, and is not intended to be, nor should it be construed to be, legal or tax advice or representations to any particular Holder, and no representations with respect to the income tax consequences to any Holder are made. This summary is not exhaustive of all Canadian federal income tax considerations. Accordingly, Holders should consult their own tax advisors for advice with respect to the tax consequences of the transactions described in this Circular, having regard to their own particular circumstances.

Currency Conversion

Subject to certain exceptions not discussed herein, for purposes of the Tax Act, all amounts (including amounts related to the acquisition, holding or disposition of Shares or CANEX Shares, such as dividends, adjusted cost base and proceeds of disposition) must be expressed in Canadian dollars, and amounts denominated in a currency other than the Canadian dollar generally must be converted into Canadian dollars using the applicable rate of exchange (for purposes of the Tax Act) quoted by the Bank of Canada on the date such amounts arose, or such other rate of exchange as is acceptable to the Minister of National Revenue (Canada).

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for purposes of the application of the Tax Act and any applicable income tax treaty or convention, is, or is deemed to be, resident in Canada (a “Resident Holder”). Certain Resident Holders whose Shares or CANEX Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to have such shares, and every other “Canadian security” (as defined in the Tax Act) owned by them in the taxation year and any subsequent taxation year deemed to be capital property by making an irrevocable election in accordance with subsection 39(4) of the Tax Act. Resident Holders considering making such an election should consult their own tax advisors for advice as to whether the election is available or advisable in their own particular circumstances.

Exchange of Shares for CANEX Shares

A Resident Holder of Shares who, under the Arrangement, receives CANEX Shares in consideration for the Resident Holder’s Shares will be deemed to have disposed of the Resident Holder’s Shares for proceeds of disposition equal to the Resident Holder’s adjusted cost base of those shares immediately before the Effective Time under section 85.1 of the Tax Act and consequently will not realize a gain (or loss), unless such Resident Holder chooses to include any portion of the gain (or loss), otherwise determined, in computing their income for the taxation year which includes the Arrangement. A Resident Holder will be deemed to have acquired the CANEX Shares at an aggregate cost equal to the proceeds of disposition of the Resident Holder’s Shares. If the Resident Holder owns any other CANEX Shares at the Effective Time, the cost of each CANEX Share owned by the Resident Holder immediately after the Effective Time will be determined by averaging the cost of the CANEX Shares acquired on the Arrangement with the adjusted cost base of those other CANEX Shares.

If a Resident Holder chooses to treat the exchange of Shares for CANEX Shares as a taxable transaction by including any portion of the gain (or loss), otherwise determined, in computing their income, the Resident Holder will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Shares received by the Resident Holder, being the fair market value of the CANEX Shares received therefor, are greater (or less) than the total of the Resident Holder’s adjusted cost base of the Shares immediately before the exchange and any reasonable costs of disposition. In this event, the cost to the Resident Holder of the CANEX Shares received will be equal to the fair market value of such CANEX Shares determined at the Effective Time. The cost of the CANEX Shares so acquired will be averaged with the adjusted cost base of any other CANEX Shares held by the Resident Holder as capital property immediately before the acquisition for the purpose of determining the adjusted cost base of each CANEX Share held by the Resident Holder. See “Certain Canadian Federal Income Tax Considerations – Holders Residents in Canada – Taxation of Capital Gains and Capital Losses” for further details.

Dissenting Resident Holders

A Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a “Dissenting Resident Holder”) will be deemed to have transferred such Dissenting Resident Holder’s Shares to Gold Basin, and will be entitled to receive a payment from Gold Basin of an amount equal to the fair value of such Dissenting Resident Holder’s Shares. A Dissenting Resident Holder will be deemed to have received a taxable dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest, if any, awarded by the Court) exceeds the “paid-up capital” (computed for the purposes of the Tax Act) of the Dissenting Resident Holder’s Shares immediately before their surrender to Gold Basin pursuant to the Arrangement. In the case of a Dissenting Resident Holder that is a corporation, in some circumstances, the amount of such deemed dividend may be treated as proceeds of disposition and not a dividend. The tax consequences described below under the heading “Holders Resident in Canada – Dividends on CANEX Shares” will generally apply with respect to any dividend deemed to be paid by Gold Basin to a Dissenting Resident Holder.

In addition, the Dissenting Resident Holder will be considered to have disposed of such Shares for proceeds of disposition equal to the amount paid to such Dissenting Resident Holder (other than any portion of the payment that is interest, if any, awarded by the Court), less the amount of any dividend deemed to be paid by Gold Basin on the surrender of such Shares as described above. The Dissenting Resident Holder will, in general, realize a capital gain (or a capital loss) equal to the amount by which such proceeds of disposition, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to such Dissenting Resident Holder of the Shares immediately before their surrender to Gold Basin pursuant to the Arrangement. See “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below for a general discussion of the treatment of capital gains and losses under the Tax Act.

Any interest awarded by the Court to a Dissenting Resident Holder will be included in such Dissenting Resident Holder’s income for the purposes of the Tax Act.

A Dissenting Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) or at any time in the relevant taxation year a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), including amounts in respect of taxable capital gains, taxable dividends and interest.

Resident Holders who are contemplating exercising their Dissent Rights should consult their own tax advisors with respect to the tax consequences of exercising their Dissent Rights.

Dividends on CANEX Shares

A Resident Holder who is an individual will be required to include in income any dividends received or deemed to be received on the Resident Holder’s CANEX Shares. In the case of a Resident Holder who is an individual (other than certain trusts), such dividends will be subject to the gross-up and dividend tax credit rules normally applicable under the Tax Act to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and dividend tax credit rules applicable to any dividends designated by CANEX as “eligible dividends”, as defined in the Tax Act. There may be limitations on the ability of CANEX to designate dividends as eligible dividends.

A Resident Holder that is a corporation will be required to include in income any dividends received or deemed to be received on the Resident Holder’s CANEX Shares in computing its income for tax purposes, but generally will be entitled to deduct an equivalent amount in computing taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received or deemed to be received by a Resident Holder that is a corporation as proceeds of a disposition or a capital gain and not as a dividend. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A “private corporation” or a “subject corporation” (each as defined in the Tax Act) may be liable under Part IV of the Tax Act to pay a tax (refundable in certain circumstances) on any dividend that it receives or is deemed to receive on CANEX Shares to the extent that the dividend is deductible in computing CANEX’s taxable income.

Taxable dividends received by an individual or a trust, other than certain specified trusts, may give rise to minimum tax as calculated under the detailed rules set out in the Tax Act.

Disposing of CANEX Shares

Generally on a disposition or deemed disposition of a CANEX Share (other than a tax-deferred transaction or a disposition to CANEX that is not a sale in the open market in the manner in which shares would normally be purchased by any member of the public in the open market, subject to certain detailed exceptions in the Tax Act), a Resident Holder will realize a capital gain (or a capital loss) equal to the amount, if any, by which the proceeds of disposition of the CANEX Share, net of any reasonable costs of disposition, exceed (or are exceeded by) the adjusted cost base to the Resident Holder of the CANEX Share immediately before the disposition or deemed disposition. For a description of the tax treatment of capital gains and capital losses, see “Holders Resident in Canada – Taxation of Capital Gains and Capital Losses” below.

Taxation of Capital Gains and Capital Losses

Generally, one-half of any capital gain (a “taxable capital gain”) realized by a Resident Holder in a taxation year must be included in the Resident Holder’s income for the year, and one-half of any capital loss (an “allowable capital loss”) realized by a Resident Holder in a taxation year must be deducted from taxable capital gains realized by the Resident Holder in that year (subject to and in accordance with rules contained in the Tax Act). Allowable capital losses for a taxation year in excess of taxable capital gains for that year generally may be carried back and deducted in any of the three preceding taxation years or carried forward and deducted in any subsequent taxation year against net taxable capital gains realized in such years, to the extent and under the circumstances described in the Tax Act.

A Resident Holder that is throughout the relevant taxation year a “Canadian-controlled private corporation” (as defined in the Tax Act) or at any time in the relevant taxation year a “substantive CCPC” (as defined in the Tax Act) may be liable to pay an additional tax (refundable in certain circumstances) on its “aggregate investment income” (as defined in the Tax Act), including amounts in respect of taxable capital gains.

The amount of any capital loss realized by a Resident Holder that is a corporation on the disposition or deemed disposition of a CANEX Share may be reduced by the amount of certain dividends previously received (or deemed to be received) by the Resident Holder on such share (or, in certain circumstances, another share where the share has been acquired in exchange for such other share) to the extent and under circumstances prescribed by the Tax Act. Similar rules may apply where a Resident Holder that is a corporation is a member of a partnership or a beneficiary of a trust that owns a CANEX Share or where a trust or partnership of which a Resident Holder that is a corporation is a beneficiary or a member is itself a member of a partnership or a beneficiary of a trust that owns a CANEX Share. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

Capital gains realized by an individual or trust, other than certain specified trusts, may give rise to a liability for minimum tax as calculated under the detailed rules set out in the Tax Act.

Eligibility for Investment

Based on the current provisions of the Tax Act as of the date hereof, the CANEX Shares issued pursuant to the Arrangement would be, if issued on the date hereof, “qualified investments” under the Tax Act for trusts governed by a registered retirement savings plan (“RRSP”), a registered retirement income fund (“RRIF”), a registered education savings plan (“RESP”), a registered disability savings plan (“RDSP”), a tax-free savings account (“TFSA”), a first home savings account (a “FHSA” and, together with a RRSP, a RRIF, a RESP, a RDSP and a TFSA, “Registered Plans”) or a deferred profit sharing plan (each as defined in the Tax Act), at any particular time, provided that, at that time, the CANEX Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV).

Notwithstanding the foregoing, if the CANEX shares are a “prohibited investment” for a Registered Plan (as defined in the Tax Act), the holder, subscriber or annuitant of the particular Registered Plan, as the case may be, will be subject to a penalty tax as set out in the Tax Act. The CANEX Shares will generally not be a “prohibited investment” for Registered Plans provided that (i) such holder, subscriber or annuitant, as applicable, deals at arm’s length with CANEX for purposes of the Tax Act and does not have a “significant interest” (within the meaning of the prohibited investment rules in the Tax Act) in CANEX, or (ii) the CANEX Shares are “excluded property” for a Registered Plan within the meaning of the prohibited investment rules in the Tax Act. A holder, subscriber or annuitant of a Registered Plan, as the case may be, should consult its own tax advisor in this regard.

Holders Not Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, for the purposes of the application of the Tax Act and any applicable tax treaty or convention, is not, and is not deemed to be, resident in Canada and does not use or hold, and is not deemed to use or hold, the Shares or CANEX Shares in a business carried on in Canada (a “Non-Resident Holder”). Special rules, which are not discussed in this summary, may apply to certain holders that are insurers carrying on an insurance business in Canada and elsewhere or an “authorized foreign bank” (as defined in the Tax Act).

Exchange of Shares for CANEX Shares

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition or deemed disposition of a Share pursuant to the Arrangement, unless the Share is: (i) “taxable Canadian property” of the Non-Resident Holder at the time of disposition or deemed disposition for purposes of the Tax Act; and (ii) not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition or deemed disposition. Provided that at the time of disposition or deemed disposition the Shares are listed on a “designated stock exchange” for purposes of the Tax Act (which currently includes the TSXV), the Shares will not be “taxable Canadian property” of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding that time the following two conditions are met concurrently: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal at arm’s length for purposes of the Tax Act, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of Gold Basin; and (ii) more than 50% of the fair market value of the Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, the Shares may be deemed to be “taxable Canadian property” in certain circumstances as set in the Tax Act.

In the event that the Shares constitute or are deemed to constitute taxable Canadian property to any Non-Resident Holder, such Non-Resident Holder may be entitled to relief under the provisions of an applicable income tax treaty or convention if the Shares are “treaty-protected property” to the Non-Resident Holder. Shares owned by a Non-Resident Holder will generally be treaty-protected property if the gain from the disposition of such shares would, because of an applicable income tax treaty or convention between Canada and the country in which the Non-Resident Holder is resident, be exempt from tax under Part I of the Tax Act.

If the Shares are considered to be taxable Canadian property, but not treaty-protected property to the Non-Resident Holder at the time of disposition (including as a result of the application of the MLI (as defined below)), such Non-Resident Holder will generally be subject to the same income tax considerations as those discussed above with respect to Resident Holders under “Holders Resident in Canada – Exchange of Shares for CANEX Shares” and “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Taxation of Capital Gains and Capital Losses”, including the potential for the deferral of any capital gain or loss that would otherwise be realized on the disposition of Shares in exchange for CANEX Shares under the provisions of section 85.1 of the Tax Act. In addition, if section 85.1 of the Tax Act applies, CANEX Shares acquired by the Non-Resident Holder in exchange for Shares that were taxable Canadian property of the Non-Resident Holder will be deemed to be, at any time that is within 60 months after such exchange, taxable Canadian property of the Non-Resident Holder.

Non-Resident Holders whose Shares are, or may be, taxable Canadian property should consult their own tax advisors for advice regarding their particular circumstances, including whether their Shares constitute treaty-protected property, and any resulting Canadian tax reporting obligations.

Dissenting Non-Resident Holders

A Non-Resident Holder who validly exercises Dissent Rights in respect of the Arrangement (a “Dissenting Non-Resident Holder”) will be deemed to have transferred such Dissenting Non-Resident Holder’s Shares to Gold Basin, and will be entitled to receive a payment from Gold Basin of an amount equal to the fair value of such Dissenting Non-Resident Holder’s Shares. A Dissenting Non-Resident Holder will be deemed to receive a taxable dividend equal to the amount, if any, by which such payment (other than any portion of the payment that is interest, if any, awarded by the Court) exceeds the “paid-up capital” (computed for the purposes of the Tax Act) of the Dissenting Non-Resident Holder’s Shares immediately before their surrender to Gold Basin pursuant to the Arrangement. Any such dividend will be subject to Canadian withholding tax under the Tax Act at a rate of 25% of the gross amount of the dividend, unless the rate of withholding is reduced under the provisions of an applicable income tax treaty or convention.

A Dissenting Non-Resident Holder of Shares will also be considered to have disposed of such Shares for proceeds of disposition equal to the amount paid to such Dissenting Non-Resident Holder less an amount in respect of interest, if any, awarded by the Court and the amount of any deemed dividend. A Dissenting Non-Resident Holder will generally not be subject to income tax under the Tax Act in respect of any capital gain realized on a disposition of Shares pursuant to the exercise of the Dissenting Non-Resident Holder’s Dissent Rights unless such Shares constitute, or are deemed to constitute, “taxable Canadian property” of the Dissenting Non-Resident Holder and the Dissenting Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. See the discussion below under the heading “Disposing of CANEX Shares” for more detail.

Any interest paid or credited to a Dissenting Non-Resident Holder will generally not be subject to Canadian withholding tax under the Tax Act provided such interest is not “participating debt interest” (as defined in the Tax Act).

Non-Resident Holders who are contemplating exercising their Dissent Rights should consult their own tax advisors with respect to the tax consequences of exercising their Dissent Rights.

Dividends on CANEX Shares

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Holder’s CANEX Shares will generally be subject to Canadian withholding tax under the Tax Act at a rate of 25% of the gross amount of the dividend, unless the rate of withholding is reduced under the provisions of an applicable income tax treaty or convention. For example, under the Convention, a Non-Resident Holder who is resident in the U.S. for purposes of the Convention and who is entitled to the benefits of such treaty will generally be subject to Canadian withholding tax at a rate of 15% of the amount of such dividends (or 5% of the amount of such dividends if such Non-Resident Holder is a company that holds at least 10% of the voting stock of CANEX).

The Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”), of which Canada is a signatory, affects many of Canada’s bilateral tax treaties (but not the Convention), including the ability to claim benefits thereunder. Non-Resident Holders should consult their own tax advisors in this regard.

Disposing of CANEX Shares

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on a disposition or deemed disposition of a CANEX Share acquired pursuant to the Arrangement, unless the CANEX Share is: (i) “taxable Canadian property” of the Non-Resident Holder at the time of disposition or deemed disposition for purposes of the Tax Act; and (ii) not “treaty-protected property” (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition or deemed disposition.

In circumstances where a CANEX Share is, or is deemed to be, taxable Canadian property of the Non-Resident Holder, any capital gain that would be realized on the disposition of such security that is not exempt from tax under the Tax Act pursuant to an applicable income tax treaty or convention (including as a result of the application of the MLI) will generally be subject to the same Canadian income tax consequences discussed above for a Resident Holder in “Certain Canadian Federal Income Tax Considerations – Residents of Canada – Taxation of Capital Gains and Capital Losses”. Such Non-Resident Holders should consult their tax advisors about their particular circumstances.

Provided that at the time of disposition or deemed disposition the CANEX Shares are listed on a designated stock exchange for purposes of the Tax Act (which currently includes the TSXV), the CANEX Shares will not be “taxable Canadian property” of a Non-Resident Holder at that time, unless at any time during the 60-month period immediately preceding that time the following two conditions are met concurrently: (i) one or any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder does not deal at arm’s length for purposes of the Tax Act, and (c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships, owned 25% or more of the issued shares of any class or series of the capital stock of CANEX; and (ii) more than 50% of the fair market value of the CANEX Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, “Canadian resource property” (as defined in the Tax Act), “timber resource property” (as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such property (whether or not such property exists). Notwithstanding the foregoing, the CANEX Shares may be deemed to be “taxable Canadian property” in certain circumstances set out in the Tax Act.

Non-Resident Holders who dispose of CANEX Shares that may constitute “taxable Canadian property” should consult their own tax advisors with respect to the tax consequences of the disposition having regard to their particular circumstances.

RISK FACTORS

Shareholders who vote in favour of the Arrangement Resolution will be voting in favour of combining the businesses of CANEX and Gold Basin, and to invest in CANEX Shares. There are certain risk factors associated with the Arrangement, an investment in CANEX Shares which should be carefully considered by the Shareholders, including the fact that the Arrangement may not be completed, if among other things, the Arrangement Resolution is not approved at the Meeting or if any other conditions precedent to the completion of the Arrangement are not satisfied or waived, as applicable. Readers are cautioned that such risk factors are not exhaustive. These risk factors should be considered in conjunction with the other information included in this Circular, Appendices C, D and E, and documents filed by Gold Basin and CANEX pursuant to applicable Laws from time to time.

The Arrangement May Not Be Completed

Each of the Parties has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can the Parties provide any assurance, that the Arrangement Agreement will not be terminated before the completion of the Arrangement.

In addition, the completion of the Arrangement is subject to a number of conditions precedent, certain of which are outside the control of the Parties, including obtaining approval of Shareholders of the Arrangement Resolution, conditional approval of the TSXV of the listing of the CANEX Shares to be issued to Shareholders as Share Consideration, conditional approval from the TSXV for the Term Loan, approval of the Arrangement by the TSXV, and approval of the Court. There is no certainty, nor can the Parties provide any assurance, that these conditions will be satisfied or, if satisfied, when they will be satisfied.

There are a number of material risks to which Gold Basin is subject relating to the Arrangement not being completed, including the following:

The Arrangement Agreement Limits Gold Basin’s Ability to Pursue Alternatives to the Arrangement

Under the Arrangement Agreement, Gold Basin is restricted, subject to limited exceptions, from pursuing or entering into alternative transactions in lieu of the Arrangement. In general, unless and until the Arrangement Agreement is terminated, Gold Basin is restricted from soliciting alternative Acquisition Proposals and providing information to or engaging in discussions with third parties, except in the limited circumstances as provided in the Arrangement Agreement. The Board is limited in its ability to change its recommendation with respect to the Arrangement-related proposals. Gold Basin has the right to terminate the Arrangement Agreement and enter into an agreement with respect to a Superior Proposal only if specified conditions have been satisfied, including compliance with the non-solicitation provisions of the Arrangement Agreement, the expiration of certain right to match periods that may give CANEX an opportunity to amend the Arrangement Agreement so the Superior Proposal is no longer a Superior Proposal and the payment of the required Termination Fee. These provisions could discourage a third party that may have an interest in acquiring all or a significant part of Gold Basin from considering or proposing such an acquisition, even if such third party were prepared to pay consideration with a higher per share cash or market value than the consideration proposed to be received or realized in the Arrangement, or might result in a potential acquirer proposing to pay a lower price than it would otherwise have proposed to pay because of the added expense of the Termination Fee that may become payable.

Possible Failure to Realize Anticipated Benefits of the Arrangement

The ability to realize the benefits of the Arrangement will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on CANEX’s ability to realize the anticipated growth opportunities and synergies from integrating Gold Basin’s business following completion of the Arrangement. This integration will require the dedication of management effort, time and resources which may divert management’s focus and resources from other strategic opportunities available to CANEX following completion of the Arrangement, and from operational matters during this process. The integration process may result in the loss of key employees or directors and the disruption of ongoing business and employee relationships that may adversely affect the ability of CANEX to achieve the anticipated benefits of the Arrangement as well as any anticipated benefits from possible future acquisitions.

Risks Related to the Businesses of CANEX and Gold Basin

Each of the businesses of CANEX and Gold Basin are subject to significant risks. See the risk factors set out in Appendices C, D and E. While each of CANEX and Gold Basin have completed due diligence investigations, including reviewing technical, environmental, legal, tax, accounting, financial and other matters, on the other Party, certain risks either may not have been uncovered or are not known at this time. Such risks may have an adverse impact on CANEX and the combined assets of CANEX and Gold Basin following the Arrangement and may have a negative impact on the value of the CANEX Shares.

Gold Basin is Subject to Covenants in Respect of the Operation of their Business

Pursuant to the Arrangement Agreement, Gold Basin has agreed to certain interim operating covenants intended to ensure that that Gold Basin carries on its business in the ordinary course, except as required or expressly authorized by the Arrangement Agreement. These operating covenants cover a broad range of activities and business practices. Consequently, it is possible that a business opportunity will arise that is out of the ordinary course and that Gold Basin will not be able to pursue or undertake the opportunity, or be impeded from doing so, due to its covenants in the Arrangement Agreement.

Restrictions on Dividends

Any future payments of dividends by CANEX will be dependent upon the financial requirements of CANEX to finance future growth, the financial condition of CANEX, and other factors which the board of directors of CANEX may consider appropriate in the circumstance. In any event, CANEX is not expected to adopt a dividend or distribution policy at this time nor is it expected to pay a dividend.

Diversion of Management’s Attention and Resources

In pursuing the Arrangement, Gold Basin will incur costs associated with the Arrangement whether or not it is completed including the diversion of their respective management’s attention away from conducting their respective business in the ordinary course and the potential impact on their current business relationships.

Dissent Rights

Registered Shareholders as of the Record Date have the right to exercise certain dissent and appraisal rights and demand payment of the fair value of their Shares in cash in connection with the Arrangement in accordance with the BCBCA, as modified and supplemented by the Plan of Arrangement, the Interim Order and the Final Order (if applicable). If there are a significant number of Dissenting Shareholders, a substantial cash payment may be required to be made to such Shareholders that could have an adverse effect on CANEX’s financial condition and cash resources if the Arrangement is completed. If, as of the Effective Date, the aggregate number of Shares in respect of which Shareholders have duly and validly exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, exceeds 10% of the Shares then outstanding, CANEX is entitled, in its discretion, not to complete the Arrangement. See “Securities Law Considerations – Dissent Rights Under the Arrangement”.

The CANEX Shares Issued in Connection with the Arrangement May Have a Market Value Different Than Expected

Pursuant to the Arrangement, each Shareholder will be entitled to receive 0.592 of one CANEX Share for each Share held, subject to adjustment for fractional shares. Because the Share Consideration under the Arrangement will not be adjusted to reflect any changes in the market value of CANEX Shares or the Shares, the market values of the CANEX Shares and the Shares at the Effective Time may vary significantly from the values at the date of this Circular and at the Effective Time. If the market price of CANEX Shares declines, the value of the consideration received by Shareholders will decline as well. Variations may occur as a result of changes in, or market perceptions of changes in, the business, operations or prospects of CANEX, market assessments of the likelihood the Arrangement will be consummated, regulatory considerations, adverse political developments, general market and economic conditions, changes in the prices of gold and other factors over which Gold Basin has no control.

CANEX May Not Realize the Benefits of its Growth Projects

As part of its strategy, following the completion of the Arrangement, CANEX will continue existing efforts and initiate new efforts to develop new projects and may have a larger number of such projects as a result of the Arrangement, including the assets and projects of Gold Basin. A number of risks and uncertainties are associated with the development of these types of projects, including political, regulatory, design, construction, labour, operating, technical, and technological risks, uncertainties relating to capital and other costs, and financing risks. The failure to develop one or more of these initiatives successfully could have an adverse effect on CANEX’s financial position and results of operations.

CANEX Will Be Subject to Significant Capital Requirements Associated with its Expanded Portfolio of Development Projects

Following completion of the Arrangement, CANEX must be able to utilize available financing sources to finance its growth and sustain capital requirements. CANEX could be required to raise significant additional capital through equity financings in the capital markets or to incur significant borrowings through debt financings to meet its capital requirements. If these financings are required, CANEX’s cost of raising capital in the future may be adversely affected. In addition, if CANEX is required to make significant interest and principal payments resulting from a debt financing, CANEX’s financial condition and ability to raise additional funds may be adversely impacted. Any significant delay in completing its development projects or the incurring of capital costs that are significantly higher than estimated could have a significant adverse effect on CANEX’s results of operations and financial condition. If additional capital is raised by the issuance of CANEX Shares following completion of the Arrangement, Shareholders may suffer dilution.

Directors and Officers of Gold Basin May Have Interests in the Arrangement That are Different From Those of the Shareholders

Shareholders should be aware that directors and officers of Gold Basin may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of other Shareholders. See “Securities Law Considerations – Interests of Certain Persons and Companies in the Arrangement”.

Following the Arrangement the Trading Price of CANEX May be Volatile

The trading prices of CANEX Shares and the Shares have been and may continue to be subject to and, following completion of the Arrangement, may be subject to, material fluctuations and may increase or decrease in response to a number of events and factors. The CANEX Shares may be subject to, material fluctuations and may increase or decrease in response to a number of events and factors, including:

Following completion of the Arrangement, existing CANEX Shareholders will continue to have the ability to significantly influence certain corporate actions of CANEX. Immediately following the completion of the Arrangement, based on the respective share values at the date of announcement of the Arrangement, CANEX Shareholders are expected to own approximately 67.7% and Shareholders (other than CANEX and its affiliates, but including Shareholders which tendered to the Offer) are expected to own approximately 32.3% of the post-Arrangement CANEX Shares on a diluted in-the-money basis (assuming no Dissent Rights are exercised). Existing CANEX Shareholders will be in a position to exercise significant influence over all matters requiring shareholder approval, including the election of directors, determination of significant corporate actions, amendments to CANEX’s articles of incorporation and the approval of any business combinations, mergers or takeover attempts, in a manner that could conflict with the interests of other shareholders. Although there are no agreements or understandings between the CANEX Shareholders of which Gold Basin is aware as to voting, if they voted in concert they would exert significant influence over CANEX.

Fluctuation in Mineral Prices

The economics of mineral exploration are affected by many factors beyond CANEX’s control, including commodity prices, the cost of operations, variations in the grade of minerals explored and fluctuations in the market price of minerals. Depending on the price of minerals CANEX may determine that it is impractical to continue a mineral exploration operation. Mineral prices are prone to fluctuations and the marketability of minerals is affected by government regulation relating to price, royalties, allowable production and the importing and exporting of minerals, the effect of which cannot be accurately predicted. There is no assurance that a profitable market will exist for the sale of any minerals found on CANEX’s properties.

Exploration, Development and Operating Risks

CANEX is in the process of exploring its properties and has not yet determined whether its properties contain economically recoverable reserves and, therefore, does not generate any revenues from production. The recovery of expenditures on mineral properties and the related deferred exploration expenditures are dependent on the existence of economically recoverable mineralization, the ability of CANEX to obtain financing necessary to complete the exploration and development of its properties, and upon future profitable production, or alternatively, on the sufficiency of proceeds from disposition. Mineral exploration is highly speculative in nature, involves many risks and frequently is non-productive. There is no assurance that exploration efforts will be successful.

Gold Basin Expects to Incur Costs Associated with the Arrangement

Gold Basin will incur direct transaction costs in connection with the Arrangement. While such costs were anticipated, actual direct transaction costs incurred in connection with the Arrangement may be higher than expected. Moreover, certain of Gold Basin’s costs related to the Arrangement, including legal, certain financial advisory services, accounting, printing and mailing costs, must be paid even if the Arrangement is not completed. CANEX is liable for its own costs incurred in connection with the Arrangement except, in certain circumstances in which the Arrangement is not completed, Gold Basin may be required to pay CANEX the Termination Fee. See “The Arrangement Agreement – Non-Solicitation Covenant and Acquisition Proposal”.

AUDITORS, TRANSFER AGENTS AND REGISTRARS

Auditors

Gold Basin’s auditors are Manning Elliot LLP, having an address at 1700-1030 West Georgia St., Vancouver, British Columbia, V6E 2Y3, Canada. Manning Elliott LLP was appointed as Gold Basin’s auditor on March 16, 2026.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for Gold Basin is TSX Trust Company, having an address at 733 Seymour Street, Suite 2310, Vancouver, British Columbia, V6B 0S6, Canada.

OTHER MATTERS

Other Business

The management of Gold Basin knows of no amendment, variation or other matter to come before the Meeting other than the matters referred to in the Notice of Meeting. However, if any other matter properly comes before the Meeting, the accompanying applicable proxy will be voted on such matter in accordance with the best judgment of the person voting the proxy.

Other Material Facts

There are no other material facts relating to the Arrangement not disclosed elsewhere in this Circular.

ADDITIONAL INFORMATION

Additional information relating to CANEX is available on SEDAR+ at www.sedarplus.ca. Financial information is provided in CANEX’s consolidated financial statements and management’s discussion and analysis for its most recently completed financial year, which are filed on SEDAR+ at www.sedarplus.ca.

For further information concerning the business and operations of Gold Basin, see Appendix C. Gold Basin’s filings with the applicable securities regulatory authorities in Canada may be obtained through SEDAR+ at www.sedarplus.ca. Information in Gold Basin’s publicly filed documents may be out of date, inaccurate or incomplete and may not be reflective of the current condition, including financial condition, of Gold Basin. See Appendix K of the Circular, “Cease Trade Order and Partial Revocation Order”.

DIRECTORS’ APPROVAL

The contents and the sending of the Notice of Meeting and this Circular have been approved by the Board.

DATED: May 14, 2026

ON BEHALF OF THE BOARD OF DIRECTORS OF GOLD BASIN RESOURCES CORPORATION

Jordan Ross
Director

CONSENT OF STIFEL NICOLAUS CANADA INC.

To: Gold Basin Resources Corporation (“Gold Basin”)

We refer to the fairness opinion of our firm dated May 11, 2026 (the “Opinion”), which we prepared for the special committee established by the board of directors of Gold Basin (the “Gold Basin Special Committee”) in connection with a plan of arrangement under the Business Corporations Act (British Columbia) involving Gold Basin and CANEX Metals Inc. (the “Arrangement”). We refer also to the management information circular of Gold Basin dated May 14, 2026 (the “Circular”) relating to the special meeting of shareholders of Gold Basin to approve, among other things, the Arrangement.

We hereby consent to the filing of the Opinion with the applicable securities regulatory authorities, the reference to our firm name and the Opinion in the Circular, the inclusion of a summary of the Opinion in the Circular and the inclusion of the full text of the Opinion in the Circular. In providing such consent, we do not intend that any person, other than the Gold Basin Special Committee and the board of directors of Gold Basin, shall be entitled to rely upon such Opinion.

Stifel Nicolaus Canada Inc.
Toronto, Ontario, Canada
May 11, 2026

Appendix A

Arrangement Resolution

[See attached]

The text of the Arrangement Resolution which the Shareholders will be asked to pass at the Meeting is as follows:

“BE IT RESOLVED THAT:

The arrangement (the “Arrangement”) under Section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Gold Basin Resources Corporation (“Gold Basin”), its shareholders and CANEX Metals Inc. (“CANEX”), as set out in the Plan of Arrangement and as described in the management information circular (the “Circular”) of Gold Basin dated as of May 14, 2026 accompanying the notice of special meeting (as the Arrangement may be amended, modified or supplemented in accordance with the arrangement agreement dated May 11, 2026 (the “Arrangement Agreement”) between Gold Basin and CANEX), is hereby authorized, approved and adopted.

Appendix B

Plan of Arrangement

[See attached]

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9
OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1
Interpretation

In this Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

The division of this Plan of Arrangement into Articles, Sections, paragraphs and other portions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof. Unless otherwise indicated, all references to an “Article”, “Section” or “paragraph” followed by a number and/or a letter refer to the specified Article, Section or paragraph of this Plan of Arrangement.

In this Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

In the event that any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day, such action shall be required to be taken on the next succeeding day which is a Business Day.

Time shall be of the essence in every matter or action contemplated hereunder. All times expressed herein or in any letter of transmittal contemplated herein are local time (Vancouver, British Columbia) unless otherwise stipulated herein or therein.

Unless otherwise stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada.

Article 2
EFFECT OF THE ARRANGEMENT

This Plan of Arrangement is made pursuant to, and in accordance with the provisions of, and forms a part of the Arrangement Agreement.

This Plan of Arrangement will become effective at the Effective Time and shall be binding upon the Purchaser, the Company, and the Company Shareholders.

Article 3
ARRANGEMENT

Commencing at the Effective Time, each of the events set out below shall occur and be deemed to occur in the following sequence, in each case without any further authorization, act or formality of or by the Company, the Purchaser or any other person except as otherwise expressly provided herein:

In no event shall any holder of Company Shares be entitled to a fractional Purchaser Share. Where the aggregate number of Purchaser Shares to be issued to an Company Shareholder as consideration under or as a result of this Arrangement would result in a fraction of a Purchaser Share being issuable, the number of Purchaser Shares to be received by such Company Shareholder shall be rounded down to the nearest whole Purchaser Share and no Former Company Shareholder will be entitled to any compensation in respect of a fractional Purchaser Share.

Notwithstanding any provision herein to the contrary, the Purchaser and the Company agree that the Plan of Arrangement will be carried out with the intention that all Consideration Shares issued and exchanged on completion of the Plan of Arrangement to the Company Shareholders will be issued by the Purchaser in reliance on the exemption from the registration requirements of the U.S. Securities Act, as amended, as provided by Section 3(a)(10) thereof and applicable securities laws of any state of the United States, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Article 4
DISSENT RIGHTS

Pursuant to the Interim Order, each registered Company Shareholder as of the record date of the Company Meeting may exercise rights of dissent (“Dissent Rights”) under Section 238 of the BCBCA and in the manner set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolution contemplated by Section 242 of the BCBCA must be sent to and received by the Company not later than 5:00 p.m. on the Business Day that is two Business Days before the Company Meeting. Company Shareholders who duly exercise such rights of dissent and who:

but in no case will the Company or the Purchaser or any other person be required to recognize such holders as holders of Company Shares after the completion of the steps set forth in Section 3.1(a), and each Dissenting Shareholder will cease to be entitled to the rights of a Company Shareholder in respect of the Company Shares in relation to which such Dissenting Shareholder has exercised Dissent Rights and the central securities register of the Company will be amended to reflect that such former holder is no longer the holder of such Company Shares as and from the completion of the steps in Section 3.1(a).

In addition to any other restrictions set forth in the BCBCA, Company Shareholders who vote in favour of the Arrangement Resolution shall not be entitled to exercise Dissent Rights.

Article 5
CERTIFICATES AND PAYMENTS

a certificate or DRS Advice representing, or deliver electronically, the Share Consideration to such Former Company Shareholder in accordance with the provisions hereof.

In the event any certificate which immediately prior to the Effective Time represented any outstanding Company Shares that were acquired by the Purchaser or the Company pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Company Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a certificate or DRS Advice representing the Purchaser Shares to which the former holder of such Company Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder’s Company Share Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Company Shares will, as a condition precedent to the delivery of such Share Consideration, give a bond satisfactory to the Company, the Purchaser and the Depositary in such sum as the Purchaser may direct or otherwise indemnify the Company and the Purchaser in a manner satisfactory to the Company and the Purchaser against any claim that may be made against the Company or the Purchaser with respect to the certificate alleged to have been lost, stolen or destroyed.

If any Former Company Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 5.1 or Section 5.2 in order for such Former Company Shareholder to receive the Share Consideration which such former holder is entitled to receive pursuant to Section 3.1, on or before the sixth anniversary of the Effective Date, on the sixth anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to the Purchaser or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Company Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to the Purchaser and will be cancelled. Neither the Company nor the Purchaser, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to the Company or the Purchaser or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

The Company, the Purchaser and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Company Shareholder or Former Company Shareholder under this Plan of Arrangement (including any payment to Dissenting Shareholders) such amounts as the Company, the Purchaser or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by the Company, the Purchaser or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Authority by or on behalf of the Company, the Purchaser or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Purchaser Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

From and after the Effective Time: (a) this Plan of Arrangement shall take precedence and priority over any and all Company Shares issued prior to the Effective Time, (b) the rights and obligations of the Company Shareholders, the Company, the Purchaser, the Depositary and any transfer agent or other depositary therefor in relation thereto, shall be solely as provided for in this Plan of Arrangement, and (c) all actions, causes of action, claims or proceedings (actual or contingent and whether or not previously asserted) based on or in any way relating to any Company Shares shall be deemed to have been settled, compromised, released and determined without liability except as set forth in this Plan of Arrangement.

Article 6
AMENDMENTS

Article 7
FURTHER ASSURANCES

Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the Company and the Purchaser will make, do and execute, or cause to be made, done and executed, any such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order to further document or evidence any of the transactions or events set out herein.

Appendix C

Information Concerning Gold Basin Resources Corporation

[See attached]

NOTICE TO READER

The following information provided by Gold Basin is presented on a pre-Arrangement basis (except where otherwise indicated) and reflects the current business, financial and share capital position of Gold Basin.

Unless the context indicates otherwise, capitalized terms which are used in this Appendix C and not otherwise defined in this Appendix C have the meanings given to such terms under the heading “Glossary of Terms” in the Circular.

FORWARD-LOOKING INFORMATION

Certain statements contained in this Appendix C constitute forward-looking statements and forward-looking information (collectively referred to as “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information relates to future events or Gold Basin’s future performance. See “General Proxy Information – Cautionary Statement Regarding Forward-Looking Information” in the Circular. Readers should also carefully consider the matters and cautionary statements discussed under the heading “Risk Factors” in the Circular, and under the heading “Risk Factors” in this Appendix C.

GOLD BASIN RESOURCES CORPORATION

Gold Basin was incorporated on November 24, 2017 under the laws of the Province of British Columbia, and is a mineral exploration company engaged in the acquisition, exploration and development of mineral properties in North America.

Gold Basin’s principal asset is the “Gold Basin Project” (or the “Project”), a district-scale gold exploration property located in Mohave County, Arizona. The Gold Basin Project is accessible year-round via a 1.5-hour drive southeast of Las Vegas on U.S. Highway I-93. High-voltage power lines originating from the Hoover Dam crosscut the southern portion of the project area, providing access to infrastructure.

The registered and head office is located at 1200 Waterfront Centre, 200 Burrard Street, Vancouver, British Columbia, Canada.

Prior to a Halt in trading ordered by CIRO on May 7, 2025, the Shares traded on the TSXV under the symbol “GXX”. The Shares also are quoted on the OTC Market under the symbol “GXXFF”.

For further information regarding Gold Basin, refer to Gold Basin’s filings with the applicable securities regulatory authorities in Canada which may be obtained through SEDAR+ at www.sedarplus.com.

Intercorporate Relationships

Gold Basin owns all of the issued and outstanding shares of Gold Basin Resources (Arizona), Inc., and Gold Basin Resources (Australia) Pty. Ltd.

Recent Developments

The Take Over Bid

On June 9, 2025, CANEX announced its intention to make a formal all-share takeover bid to acquire all outstanding shares of Gold Basin. The closing price of the Shares on the TSXV on May 6, 2025, the last trading day prior to the Cease Trade Order, was $0.045. The closing price of the CANEX Shares on the TSXV on August 27, 2025, the last trading day prior to the date of the Offer, was $0.075.

The Offer was completed on February 10, 2026, resulting in CANEX acquiring 70,088,199 Shares, approximately 51.86% of the issued and outstanding Shares.

Helix

On April 29, 2025, Gold Basin’s prior board of directors announced a conditional letter agreement with Helix for Helix to earn-in up to a 40% interest in the Gold Basin Project. On October 28, 2025, certain shareholders of Gold Basin launched a petition before the Court to set aside the agreement on the basis that one or more former directors had a material undisclosed interest in Helix and that the agreement was not fair or reasonable to Gold Basin. On March 16, 2026, on which date Gold Basin’s entire board of directors was replaced by a unanimous vote of shareholders at a court-ordered annual general meeting, Helix announced that it had executed a formal joint venture agreement to earn-in up to a 40% interest in the Gold Basin Project. On March 19, 2026, the new board of directors of Gold Basin announced that the formal joint venture agreement was in violation of a restraining order issued by the Court on February 2, 2026, that it intended to withdraw Gold Basin’s objection to the Court’s jurisdiction and to support the shareholders’ petition to set aside the agreement with Helix, and that it had reserved all rights against the former directors of Gold Basin.

Termination of Charles Straw

On March 16, 2026, Gold Basin terminated Charles Straw for cause as its President and Interim Chief Executive Officer for serious misconduct, breach of his duties and obligations, conflicts of interest and repeated lack of judgment, care and diligence causing financial loss to Gold Basin. Based on Gold Basin’s investigation to date it is aware of Mr. Straw’s: conversion for personal use and loss of Gold Basin’s funds; misappropriation of corporate opportunities; causing Gold Basin to enter into transactions with parties in which Mr. Straw or his associates had a personal interest on financial and commercial terms which were neither fair nor reasonable to Gold Basin; and causing Gold Basin to breach its obligations under Canadian securities laws, the BCBCA, stock exchange requirements and a restraining order of the British Columbia Supreme Court.

On March 17, 2026, in response to notice of his termination, Mr. Straw indicated in writing that, among other things, in 2024 he was the victim of wire fraud relating to a business email compromise. What is not explained by Mr. Straw is why he wired large sums of money from Gold Basin’s corporate bank account to a private account he controlled before he “fell victim” to wire fraud. The board of directors of Gold Basin have not been provided with any information or documents that could explain the reason for the diversion of corporate funds to Mr. Straw’s private account.

Gold Basin has reserved all of its rights against Mr. Straw and intends to take such steps or initiate such proceedings as may be available and appropriate to recover from him the losses Gold Basin alleges it has suffered, and may continue to suffer, and recover the gains Gold Basin alleges Mr. Straw may have benefited from, due to his misconduct.

Settlement Agreement with Charrua Capital LLC

On May 5, 2026, Gold Basin announced that it reached a settlement agreement with Charrua Capital LLC (“Charrua”) in respect of the disputed enforceability of an unsecured loan agreement dated August 21, 2024 between Gold Basin and Charrua, which was purportedly amended on January 19, 2025 to place security against Gold Basin’s 100%-owned private minerals parcels in Mohave County, Arizona (the “Loan Agreement”). The Loan Agreement bore a principal amount of US$500,000, initial interest rate of 15%, high fees and costs, and restrictions on Gold Basin’s use of funds. Under the settlement agreement, Gold Basin agreed to pay Charrua US$217,367.40 upon, among other things, the release and discharge of any and all security interests and claims against Gold Basin and its assets.

The Arrangement

On May 11, 2026, Gold Basin entered into the Arrangement Agreement with CANEX, pursuant to which CANEX proposed to acquire all of the outstanding Shares not currently owned by CANEX by way of a plan of arrangement under the BCBCA. For a full description of the Arrangement and the Arrangement Agreement, see “The Arrangement” and “The Arrangement Agreement” in the Circular. Also see Appendix A and Appendix B to the Circular.

EXPLORATION PROJECTS

Gold Basin has exploration assets in Arizona, U.S., which are described in more detail below.

Gold Basin Project

Property Description

The Gold Basin Project is located approximately 70 miles southeast of Las Vegas, Nevada, and 50 miles northwest of Kingman, Arizona, in the Gold Basin mining district of Mohave County, Arizona, U.S., and is accessible via Interstate Highway 93 from either Las Vegas or Kingman. The approximate geographic center of the Gold Basin Project area is located at 35˚48’N latitude and 114˚14’W longitude (N3,963,278m, E748,824m; WGS84, UTM Zone 11S). The Project area is comprised of five split estate mineral rights (2,389 acres) and 332 unpatented federal mining claims (6,845 acres), which together total approximately 7,669 acres (roughly 12 mi2) of land surface. In July 2021, Gold Basin completed the purchase of surface rights associated with the Gold Basin Project, totaling approximately 160 acres in the Gold Basin Mining District, Mohave County, Arizona.

Property Acquisition

Gold Basin entered into two assignment and assumption agreements dated June 16, 2020 with Centric Minerals Corporation (“Centric”), an arm’s length private British Columbia corporation, whereby Centric assigned to Gold Basin all of its rights under two letter agreements with third party vendors that were at arm’s length to Gold Basin. Gold Basin was assigned the right to acquire an approximate aggregate 75% interest in and to the Gold Basin Project (the “Assignment”) in consideration for 8,000,000 Shares, and subsequently Gold Basin negotiated the acquisition of a 100% interest in the Project.

Following the Assignment, Gold Basin entered into a relinquishment of rights and release deed, and a relinquishment of rights agreement and termination, whereby certain third parties with existing rights to the Project (the “Vendors”) agreed to relinquish all of their right, title and interest in the Project (the “Relinquishment”) in favour of the underlying owner of the Project, Aurum Exploration Inc. (“Aurum”), effective September 3, 2020. As consideration for the Relinquishment, Gold Basin made a cash payment of AUD$1,000,000 and issued an aggregate of 10,000,001 Shares, valued at $4,625,000, to the Vendors.

Gold Basin acquired its 100% interest in the Project through its wholly-owned subsidiary Gold Basin Resources (Arizona), Inc., (“Gold Basin (US)”) pursuant to a purchase and sale agreement made as of September 3, 2020 (the “Purchase Agreement”) among Gold Basin, Gold Basin (US), and Aurum (the “Property Acquisition”). All of Aurum’s right, title and interest in the 290 unpatented federal mining claims which comprise the bulk of the Project area was transferred to Gold Basin (US) by Quitclaim Deed on September 14, 2020. Pursuant to the Purchase Agreement, Gold Basin issued an aggregate of 15,000,000 Shares to Aurum’s nominees with the value of $6,000,000. The closing of the Property Acquisition took place on September 18, 2020.

The 290 unpatented federal mining claims are also subject to a 1% Gross Returns Royalty (the “Centric Royalty”) held by Centric Minerals Management Pty Ltd (“Centric (AUS)”) pursuant to a gross returns royalty agreement dated as of January 1, 2020 between Aurum and Centric (AUS) (the “Centric Royalty Agreement”). The Centric Royalty Agreement was assigned to Gold Basin (US) by Aurum pursuant to an assignment and assumption agreement made effective as of September 14, 2020 among Aurum, Gold Basin (US) and Centric (AUS), whereby Aurum assigned all of its right, title, benefit and interest in the Centric Royalty Agreement to Gold Basin (US) and Gold Basin (US) assumed all of Aurum’s obligations thereunder, including the payment of the Centric Royalty thereunder.

Four of the five split estate mineral rights are subject to a perpetual production royalty held by Newmont Corporation of 3.5% gross returns from the sale or other disposition of all metals and minerals produced from those portions of the Project area previously owned by Santa Fe Pacific Railroad Company pursuant to the terms of an option agreement entered into by Santa Fe Pacific Railroad Company and Aurumbank Incorporated as of February 9, 2004.

Gold Basin has filed a National Instrument 43-101 Standards of Disclosure for Mineral Projects (“NI 43-101”) Technical Report entitled “National Instrument 43-101 Technical Report, Geology and Exploration at the Gold Basin Project, Mohave County, Arizona, USA”, dated February 25, 2021 with an effective date of February 5, 2021 (the “Technical Report”). The Technical Report was prepared by Hard Rock Consulting LLC, and can be viewed on Gold Basin’s profile on the SEDAR+ website at www.sedarplus.ca.

A large portion of the technical information included below is sourced from the Technical Report. As the information is necessarily summarized, readers are encouraged to review the Technical Report in its entirety, including all qualifications and assumptions. The Technical Report is intended to be read as a whole, and sections should not be read or relied upon out of context. For the purposes of the following summary, capitalized terms not defined herein have the meanings given to them in the Technical Report.

On May 10, 2022, Gold Basin signed an option agreement (the “Option Agreement”) to acquire 100% interest in forty (40) unpatented mining claims located between the Cyclopic and Stealth deposits, consolidating the entire Gold Basin project area. Under the terms of the Option Agreement, Gold Basin can acquire a 100% interest in the claims by paying US$750,000 in varying annual payment installments over a period of up to 9 years. The first-year payment amount is US$25,000, with increasing annual payments totaling US$350,000 by Year 7. Gold Basin, at its sole discretion, is able to exercise the option at any time during the option period.

Upon the execution of the Option Agreement, the current owners will receive a Net Profits Interest Royalty of 3.5%, which will be paid on profits from production on the claims. Gold Basin has the right within 10 years of the grant to purchase back 1.5% of the royalty by paying $3,000,000 to the royalty holders. The total claim area under Gold Basin’s control will increase to 40 km² upon grant of these claims. The status of this option agreement remains uncertain. Gold Basin’s former management purportedly failed to make an option payment and new management is working to bring the agreement into compliance.

On March 16, 2026, Helix announced that it had executed a formal joint venture agreement to earn-in up to a 40% interest in the Gold Basin Project. On March 19, 2026, the new board of Gold Basin announced that the formal joint venture agreement was in violation of a restraining order issued by the Court on February 2, 2026 and that it intended to support a shareholders’ petition to set aside the agreement with Helix.

Accessibility

The Gold Basin Project is readily accessible from both Las Vegas, Nevada and Kingman, Arizona via Interstate Highway 93 to Pierce Ferry Road. The primary Project access road, BLM Road 9748, extends to the west from Pierce Ferry Road immediately past mile marker 17 (northeast of Highway 93). BLM Road 9748 is a well-used but largely unimproved gravel road that turns into BLM Road 9761 within about a mile of the Project area. Local access throughout the Project area, including to old workings and drill pads, is provided by an assortment of secondary gravel roads and jeep trails, most of which are suitable for two- wheel drive vehicles.

Exploration work can be carried out year-round, though local flooding during heavy rains in the late summer months can occasionally limit access to and throughout the Project site for short periods of time.

Geology and Mineralization

Bedrock in the Project area is primarily comprised of Precambrian gneiss and rapakivi-like granite, and a Cretaceous two-mica granite. The Precambrian and Cretaceous rocks are both cut by the Cyclopic detachment fault, the southernmost extension of the regional South Virgin-White River detachment. The Cyclopic detachment consists of at least two low-angle normal faults that strike northwest and dip generally less than 20° southwest. The fault contains Precambrian crystalline rocks in both its hanging wall and footwall and locally cuts the Cretaceous two-mica granite.

The Cyclopic detachment fault is the most dominant structural feature in the Gold Basin district, and it is presently thought to be the primary district-scale control over gold mineralization. Gold grade and distribution at the Gold Basin Project are primarily controlled by structure, specifically the series of near- horizontal detachment fault planes cutting the Precambrian gneissic basement. Gold mineralization is the result of a low sulphidation and shallow epithermal depositional system and localized within brecciated, gouged, and shattered zones which range in thickness from 1m to 30m.

Exploration Status

In May 2022, Gold Basin executed an Option Agreement to consolidate its ground position at the Gold Basin oxide gold project in north-west Arizona.

Gold Basin undertook a drilling program at the Stealth deposit, the results were (announced June 1, 2022). The drilling continued to intersect thick gold intersections showing a consistent broad zone of higher-grade (>1.0g/t) gold mineralisation along the 350 m of strike length drilled to date. The deposit remained open in all directions.

The results included the following intersections:

The drilling completed at the Stealth oxide gold deposit focused on confirming historical drilling intercepts and testing both lateral and depth extensions of the known gold mineralisation. Results have exceeded all expectations, with multiple broad intersections of gold mineralisation in 23 of the 25 holes drilled.

These intersections include 17 with a grade over 1 g/t Au and an average thickness of 38 m; in addition to these, multiple significant intersections of mineralisation greater than 0.5 g/t Au also contributed to delineate a deep mineralised zone that extends almost from surface along the 350m strike length drilled.

The 2022 drill program at Stealth has tested a relatively small area (350 m x 150 m) of the mapped Stealth Fault that is over 8 km in strike length and remains largely undrilled for most of this extent.

The total metres drilled at both the Cyclopic and Stealth deposits at Gold Basin during 2022 campaign was 11,799 m in 109 holes with 3,714 m drilled at Stealth.

In January 2023, Gold Basin commenced a 5,004.8 metre (in 41 holes) reverse-circulation (“RC”) drill program with a focus of potential resource delineation at the Stealth, Red Cloud and PLM targets, as detailed in Gold Basin’s News Release, released on January 17, 2023. Results of the first 29 of 41 holes were released in on March 22, 2023, and the final 12 holes were released on April 27, 2023. Highlights include:

A follow-up 2,224-metre (in 18 RC holes) drill program was conducted in April and May 2023, with a focus on testing the Gap Zone between Red Cloud and Stealth, the southeast strike of Red Cloud, and select reconnaissance targets distal to the main deposit areas. Assay results for the first 11 holes were released on July 26, 2023, with 6 of these holes returning near-surface intervals of oxide gold mineralization, hosted dominantly from surface to 60 metres vertical depth. Drillhole CM23-057, located in the central portion of the Gap Zone between Stealth and Red Cloud, returned a shallow oxide gold intercept comparable in thickness, grade and gram*metre to that of the neighbouring deposits (60.96 m @ 0.46 g/t Au from 32.00 m, incl. 28.86 m @ 0.74 g/t Au from 33.53 m), suggesting the presence of a 1.5-km-long gold system, spanning the Stealth-Red Cloud trend.

Regional reconnaissance drillhole CM23-047, located 1.7 km along strike (to the southeast) from Red Cloud, returned a significant result from a regional prospectivity point of view. The hole cut 30 metres of strongly oxidized detachment fault zone (Fe-oxide rich polylithic breccia, gouge, oxidized quartz fragments) which returned locally anomalous gold, including 3.04 m @ 0.13 g/t Au from 67.06 m. This indicates that the gold-bearing detachment fault that hosts both Stealth and Red Cloud is intact and auriferous at least 1.7 km southeast of and along strike from Red Cloud. The extension to the trend represents a high-priority drill target for Q3/Q4 2023.

The final 7 RC drill holes were released on September 28, 2023, with significant results coming from the Gap Zone in between Stealth and Red Cloud. Exploration holes drilled by Gold Basin in this program intersected near-surface gold in 4 of 6 holes drilled along the main Gap Zone trend over a strike length of approximately 250 metres, demonstrating continuity of mineralization between the Red Cloud and Stealth deposits. Additional holes are under preparation in the Gap Zone to determine deposit geometry.

In March 2023, Gold Basin engaged Eagle Mapping Services Ltd. to conduct a property-wide LiDAR survey to assist in future NI 43-101 resource estimation, and property-wide exploration initiatives. Preliminary interpretations have identified over 230 sites of small-scale historical mining, including small shafts, adits, and pits, with the vast majority of these sites having no record of drilling or modern-day exploration. In particular, a ~2 km by 2 km area (the “AOI”) to the E and NE of the Cyclopic Deposit hosts a notable density of these showings (~125), none of which have been drilled.

As a first phase in assessing the gold potential of the LiDAR-derived AOI, Gold Basin collected 530 soil samples along a grid with northeast-southwest orientated lines running northeast from Cyclopic (assays for 179 of 530 soils received and released on July 18, 2023, and remaining 351 soil assays were released on October 11, 2023). In addition, 110 regional rock samples were collected while prospecting at undrilled sites of small-scale historical mining (all 110 rock samples reported released July 18, 2023). Soil and rock assays defined multiple kilometre-scale gold trends, including 3.25-km-long and 1.7-km-long trends north of the Cyclopic oxide gold deposit, and a 1.0-km-long trend located 2.3 km southeast of and along strike from Cyclopic. Significant undrilled gold anomalies were also returned at this historical “Golden Chalice” and “Ring Bear” mines, and both of these anomalies remain open to the east and west, respectively. Of the 110 rocks samples collected, 28 returned assays of ≥1 g/t Au, 11 returned assays of >5 g/t Au, and 6 returned assays of >10 g/t Au, including: 12.40, 12.55, 15.70, 17.95, 29.00 and 35.50 g/t Au, and visible gold (in-situ and subcrop) was discovered and sampled at 7 separate locations, all of which are undrilled, and spaced approximately 1 to 2 km apart.

Gold Basin bolstered its technical team in July 2023 with the addition of Senior Geologist, Kevin Rafferty, to spearhead geological and structural mapping, target generation, and regional generative work. Mr. Rafferty has over a decade of experience in classical field geology and extensive knowledge of the North American Cordillera. His technical expertise includes geological mapping, structural geology, stratigraphy, clastic sedimentation, and regional target generation. Before joining Gold Basin, Kevin spent four years advancing both brownfield and greenfield exploration projects in North and South America with SSR Mining Inc. Mr. Rafferty graduated with a B.Sc. in Geology from Weber State University and is a current graduate student (M.Sc.) in Geology at the University of Nevada, Las Vegas.

A detailed geological and structural mapping (1:5000 scale) campaign was commenced by Mr. Rafferty in September 2023, with an initial focus on the roughly 2 km x 2 km area of soil sampling to the east and northeast of the Cyclopic deposit. The ultimate goal of Mr. Rafferty’s mapping is drill target generation, and bettering Gold Basin’s understanding of the geological genesis of gold-mineralization at Gold Basin to aid in regional interpretations and exploration tactics. Synthesis and compilation is on-going. Mapping (1:5000 scale) has also commenced along the Stealth-Gap-Red Cloud trend, as well as the geological exposures to the east of this trend.

Geophysical Targets

As announced on November 1, 2022 Gold Basin reported a summary of an extensive review of multiple sets of geophysical data collected by Gold Basin over the previous 18 months, interpreting Airborne/UAV Magnetic, Radiometric and Induced Polarisation and Electrical Resistivity (“IP/ER”) surveys on its Gold Basin Property.

Geophysical targeting is dependent on geological deposit models and the conceptual models that were used for this are:

The geophysical target information was taken from three individual reports and were described in detail for two areas of the Gold Basin property:

Cyclopic-Stealth Targets and the Senator-Owens targets.

Within the Cyclopic and Stealth area, the most detailed geophysics was acquired including an IP/Resistivity survey. As a result, this target area has the most targets. The summary report combines and redefines the major geophysical targets within the following areas of the Gold Basin licences:

As a result of the geophysical review Gold Basin has, in addition to obvious strike extensional targets resulting from the Stealth drilling program results but multiple new targets including previously unknown areas of potential mineralisation.

Metallurgical Test Work

On September 8th 2022, Gold Basin reported on its column leach Metallurgical Test work conducted by Kappes Cassiday & Associates (KCA) in Reno, Nevada between December 2021 and May 2022 on diamond core samples from the Cyclopic area of its 100%-owned Gold Basin project in Mohave County, Northern Arizona, USA.

In summary the results:

All results indicate Gold Basin mineralisation is a rapid leaching material with low preg-robbing characteristics that when agglomerated passes industry criteria for flow rates for dump heights up to 100 metres.

The initial set of metallurgical test work results demonstrate strong recoveries that are indicative of a broad range of heap-leach projects in the SW USA. In consultation with KCA, Gold Basin expects future optimisation test work to begin evaluating coarser crush opportunities. The results are an excellent start and confirm there are no metallurgical barriers to a heap-leach gold extraction operation at Gold Basin.

2023 Ground Water Supply Evaluation and Water Rights and Engineering Study

Gold Basin engaged Mongomery & Associates (“M&A”) and Westland Resources Ltd. (“Westland”) in Q2/Q3 2023 to conduct a ground water supply evaluation (M&A) and water rights and engineering (Westland) study using a base-case open pit heap leach mining scenario of 100,000 oz Au per year for a mine life of 10 years. The estimated water requirement to support this scale of operation was ascertained from a 2012 United States Geological Survey (“USGS”) paper¹ titled, “Estimated Water Requirements for Gold Heap-Leach Operations”.

M&A has completed their portion of the study, and the available well and aquifer data available for the Hualapi Valley (immediately to the east of Gold Basin) indicates that there is sufficient aquifer capacity to support the base case mining scenario. In addition, the recent Irrigation Non-Expansion Area (“INA”) applied to the Hualapi Valley has no impact on the drilling of wellfields and use of aquifer water for mining. In fact, the INA serves to benefit water availability for mining applications because it limits water resource use for agricultural purposes.

Westland’s portion of the study (water rights and engineering) has commenced, with initial findings summarized as follows. Westland met with Arizona Department of Water Resources (“ADWR”) and discussed the feasibility of utilizing ground water out of the Hualapai Valley INA, and ADWR confirmed to Westland that groundwater use for mining is not restricted by the INA and new wells can be drilled for mining. Westland water rights expert reviewed the project area and limitations surrounding the site and concluded that we should have no issues pulling the expected volume of water out of the Hualapai Basin. The engineering facet of Westland’s study has been paused, with the intention of recommencing after Gold Basin’s next capital raise.

Quality Control and Quality Assurance

Gold Basin initiated RC drilling on the Gold Basin Project on November 14, 2020, and as of August 29, 2024 had drilled approximately 9,537m in 103 holes, with hole depths ranging from 67m to 110m. All holes are vertical and are being drilled with dry air (no injected water or other fluid) using a centre-return hammer.

Samples are collected every 5 feet (1.52m) and are reduced on-site using a triple-tier Gilson splitter, producing a 2kg - 3kg assay sample and a 3kg - 5kg twin sample that can be used for met testing or re- assay work. Coarse blank material, standard reference pulps, and split duplicates are inserted into the sample stream on a 1-in-20 sample basis such that each 23-sample group contains one blank, one duplicate, and one reference pulp. Three standard reference pulps at three different gold grades (0.154 ppm, 0.778ppm, and 2.58ppm) are being used. One 1.52m drill interval in every four intervals is weighed in order to monitor recovery.

Assay samples are placed in shipping sacks, together with the field inserts, upon completion of each hole. After four holes are completed, all assay samples are transported in their respective shipping sacks to the FedEx Freight centre in Kingman, Arizona by a site geologist, and the samples are sent via FedEx to American Assay Lab (“AAL”) in Reno, Nevada. Prior to shipping, all assay samples are maintained under the direct control and supervision of the on-site geological staff.

Upon arrival in Reno, Nevada at AAL, the samples are prepared using AAL code PV03 procedure (pulverize 0.3kg split to 85% passing 75 micron) and fire-assayed for gold using AAL code FA-PB30-ICP procedure (30gm fire with ICP-OES finish). AAL also inserts its own certified reference materials plus blanks and duplicates.

DESCRIPTION OF CAPITAL STRUCTURE

The authorized capital of Gold Basin consists of an unlimited number of Shares without par value, each Share carrying the right to one vote. As at the date of this Circular, there were 135,130,486 Shares issued and outstanding.

PRIOR SALES

Gold Basin has not filed continuous disclosure documents publicly since December 2, 2024, including its annual audited financial statements and annual management’s discussion and analysis for the year ended December 31, 2024, its certifications of annual filings for the year ended December 31, 2024, its unaudited interim financial statements and interim management’s discussion and analysis for the periods ended March 31, 2025, June 30, 2025, and September 30, 2025, its certifications of interim filings for the periods ended March 31, 2025, June 30, 2025 and September 30, 2025, and its notice, information circular and proxy materials for its 2025 annual general meeting. Accordingly, information in Gold Basin’s publicly filed documents may be out of date, inaccurate or incomplete and may not be reflective of the current condition, including financial condition, of Gold Basin.

On May 6, 2025, the regulator of the British Columbia Securities Commission (the “Commission”) issued a Cease Trade Order against the Shares in response to Gold Basin’s failure to file its annual audited financial statements and annual management’s discussion and analysis for the period ended December 31, 2024 and its certifications of annual filings for the year ended December 31, 2024. The next day, CIRO imposed a Halt in trading of the Shares on the TSXV.

CANEX applied to the Commission for the Partial Revocation Order to permit the Offer.

The Partial Revocation Order was issued by the Commission on August 18, 2025. The Partial Revocation Order was set to expire on January 31, 2026, however, upon CANEX completing the Offer prior to January 31, 2026, the Partial Revocation Order will expire now on April 30, 2026.

The Partial Revocation Order was issued by the Commission to solely to allow the CANEX to proceed with the Offer and the securities of Gold Basin remain subject to the Cease Trade Order until a full revocation order is granted by the Commission. Shareholders should refer to Appendix K to this Circular which contains the Cease Trade Order and the Partial Revocation Order.

PREVIOUS DISTRIBUTIONS

Except as disclosed below, no Shares were distributed during the five years preceding the date of this Circular:

Notes:

Warrants

During the year ended December 31, 2025, there were warrants issued.

On March 1, 2024, 4,860,151 Warrants were issued with an exercise price of $0.15 and expiry of March 1, 2025, as part of the first tranche of the Financing. The fair value of the warrants was recorded as $141,193 in contributed surplus, which was calculated using the Black-Scholes option pricing model assuming an expected life of 12 months, a risk-free interest rate of 4.06%, an expected dividend rate of 0%, a price on grant date of $0.10 and an expected annual volatility of 104%.

On March 1, 2024, 410,000 finder’s warrants were issued with an exercise price of $0.15 and expiry of March 1, 2025, as part of the first tranche of the Financing. The fair value of the warrants was recorded as $11,906 in contributed surplus, which was calculated using the Black-Scholes option pricing model assuming an expected life of 12 months, a risk-free interest rate of 4.06%, an expected dividend rate of 0%, a price on grant date of $0.10 and an expected annual volatility of 104%.

On March 5, 2024, 2,750,000 Warrants were issued with an exercise price of $0.15 and expiry of March 5, 2025, as part of the second tranche of the Financing. The fair value of the warrants were recorded as $80,068 in contributed surplus, which was calculated using the Black-Scholes option pricing model assuming an expected life of 12 months, a risk-free interest rate of 4.04%, an expected dividend rate of 0%, a price on grant date of $0.10 and an expected annual volatility of 104%.

Stock Options

During the year ended December 31, 2025, 7,100,00 options were cancelled upon the resignation of the optionees. On January 22, 2024, 400,000 stock options with an exercise price of $0.10 expired.

On March 9, 2024, 600,000 stock options with an exercise price of $0.35 expired.

On May 6, 2024, 10,300,000 options with an exercise price of $0.075 were granted to various officers and consultants of Gold Basin, 9,900,000 of such options vested on grant and 400,000 of such options vest quarterly over 12 months. All such options expire on May 6, 2027.

TRADING IN SECURITIES

The Shares traded on the TSXV under the symbol “GXX”. The Shares also are quoted on the OTC Market under the symbol “GXXFF”.

As a result of the Cease Trade Order, no securities of Gold Basin have been traded on the TSXV since May 6, 2025.

The closing price of the Shares on the TSXV on May 6, 2025, the last trading day on which the Shares traded on the TSXV prior to the Cease Trade Order, was $0.045.

The following table sets forth the high and low trading prices per outstanding Share and the trading volumes for the Shares on the OTC Market for the 6-month period prior to the date hereof, as reported by the OTC Market. All share prices are shown in Canadian dollars.

The closing price of the Shares on the OTC Market on May 8, 2025, the last trading day prior to Gold Basin announcing the Arrangement, was $0.045.

OWNERSHIP OF SECURITIES

The following table sets forth the number of securities beneficially owned or controlled, directly or indirectly by each of the directors and executive officers of Gold Basin and, to the knowledge of the directors and executive officers of Gold Basin, any of their respective associates or affiliates, any other insiders of Gold Basin or their respective associates or affiliates or any person acting jointly or in concert with Gold Basin as of the date hereof:

Notes:

AUDITORS, TRANSFER AGENTS AND REGISTRARS

Auditors

Gold Basin’s auditors are Manning Elliot LLP, having an address at 1700-1030 West Georgia St., Vancouver, British Columbia, V6E 2Y3, Canada.

Transfer Agents, Registrars or Other Agents

The transfer agent and registrar for Gold Basin is TSX Trust Company, having an address at 733 Seymour Street, Suite 2310, Vancouver, British Columbia, V6B 0S6, Canada.

RISK FACTORS

An investment in the securities of Gold Basin is subject to certain risks. Readers should carefully consider the risk factors described below, as well as the risk factors set forth elsewhere in this Circular. If any of the identified risks were to materialize, Gold Basin’s business, financial position, results and/or future operations may be materially affected.

The risk factors that are identified in this Circular are not exhaustive and other factors may impact Gold Basin in the future that are currently not foreseen by management of Gold Basin that may present additional risks in the future.

Going Concern

In the absence of the Arrangement, there is considerable risk that Gold Basin will not have the ability to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. Gold Basin’s financial situation has significantly deteriorated since its last filed audited financial statements. As at May 11, 2026, Gold Basin has asserted liabilities of approximately $2,123,183 (of which $691,724 is purportedly owed to former management and directors, their related parties and their counsel), no cash or marketable securities and no revenue. Gold Basin’s ability to raise equity financing is restricted by the Cease Trade Order.

Gold Basin does not presently have sufficient financial resources, has no source of operating cash flow and has no assurance that additional funding will be available to it for an application to lift the Cease Trade Order, to fund its ongoing compliance with securities Laws, to fund further exploration and development of its projects or to fulfill its obligations under any applicable agreements. There can be no assurance that it will be able to obtain adequate financing in the future or that the terms of such financing will be favorable. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration and development of its projects with the possible loss of such properties. Failure to raise the required funds could result in Gold Basin losing, or being required to dispose of, its interest in its properties.

If Gold Basin is unable to continue as a going concern it may be forced to seek relief under applicable bankruptcy and insolvency Laws. If Gold Basin seeks relief under applicable bankruptcy and insolvency Laws, its business and operations will be subject to certain risks, including but not limited to, the following:

In the event that Gold Basin successfully applies for the Cease Trade Order to be lifted, Gold Basin may need to continue its reliance on the sale of securities for future financing. Gold Basin may issue securities on less than favorable terms to raise sufficient capital to fund its business plan. Any transaction involving the issuance of equity securities or securities convertible into Shares would result in dilution, that is possibly substantial, to present and prospective holders of Shares.

Unaudited Financial Statements

Although unaudited consolidated financial statements of Gold Basin for the years ended December 31, 2025 and 2024 have been prepared and are attached as Appendix L to the Circular, these statements are the responsibility of Gold Basin’s management and have not been audited or reviewed on behalf of the shareholders by the independent external auditors of Gold Basin. To date, Gold Basin has been unable to provide audited consolidated financial statements for the years ended December 31, 2025 and 2024 and management’s discussion and analysis thereof, because:

Circumstances of this nature would generally be expected to create significant challenges in completing an audit in accordance with IFRS. Such circumstances may increase audit risk, require substantially expanded audit procedures, and result in increased time and cost associated with the auditor’s engagement.

In addition, where there are concerns regarding the completeness of accounting records, authorization of transactions, related-party relationships, or the reliability of supporting documentation, auditors would typically be required to exercise heightened professional skepticism and perform extensive additional procedures to obtain sufficient appropriate audit evidence.

Potential Impairment of Gold Basin Project

Gold Basin’s former board and management may have potentially impaired Gold Basin’s ownership interest in its sole mineral asset, the Gold Basin Project in Mohave County, Arizona, through purported agreements, abandonment or encumbrances involving related parties or parties controlled by former directors and officers of Gold Basin for no or inadequate consideration. See “Recent Developments - Helix”, “Recent Developments - Settlement Agreement with Charrua Capital LLC” and “Exploration Projects – Gold Basin Project – Property Acquisition” in this Appendix C. Although Gold Basin is taking steps to address these potential impairments and has reserved all rights against the former directors of Gold Basin, any impairment to Gold Basin’s ownership interest in the Gold Basin Project could have a material adverse impact on Gold Basin’s financial condition and operations.

Resource Industry is Intensely Competitive

Gold Basin’s business is the acquisition, exploration and development of resource properties. The resource industry is intensely competitive, and Gold Basin will compete with other companies that have far greater resources.

Resource Exploration and Development is Generally a Speculative Business

Resource exploration and development is a speculative business and involves a high degree of risk, including, among other things, unprofitable efforts resulting both from the failure to discover mineral deposits and from finding mineral deposits which, though present, are insufficient in size and grade at the then prevailing market conditions to return a profit from production. The marketability of natural resources which may be acquired or discovered by Gold Basin will be affected by numerous factors beyond the control of Gold Basin. These factors include market fluctuations, the proximity and capacity of natural resource markets, government regulations, including regulations relating to prices, taxes, royalties, land use, importing and exporting of minerals and environmental protection. The exact effect of these factors cannot be accurately predicted, but the combination of these factors may result in Gold Basin not receiving an adequate return on invested capital.

Fluctuation of Prices

Even if commercial quantities of resource deposits are discovered by Gold Basin, there is no guarantee that a profitable market will exist for the sale of the product produced. Factors beyond the control of Gold Basin may affect the marketability of any substances discovered. Commodity prices have experienced significant movement over short periods of time and are affected by numerous factors beyond the control of Gold Basin, including international economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates and global or regional consumption patterns, speculative activities and increased production due to improved exploration and production methods. The supply of commodities is affected by various factors, including political events, economic conditions and production costs in major producing regions. There can be no assurance that the price of any commodities will be such that any of the properties in which Gold Basin has, or has the right to acquire, an interest may be mined at a profit.

Permits and Licenses

The operations of Gold Basin will require consents, approvals, licenses and/or permits from various Governmental Authorities. There can be no assurance that Gold Basin will be able to obtain all necessary consents, approvals, licenses and permits that may be required to carry out exploration, development and production operations at its projects.

No Assurance of Profitability

Gold Basin has no history of earnings and due to the nature of its business there can be no assurance that Gold Basin will ever be profitable. Gold Basin has not paid dividends on its shares since incorporation and does not anticipate doing so in the foreseeable future. The only present source of funds available to Gold Basin is from the sale of its Shares or, possibly, from the sale or optioning of a portion of its interest in its resource properties. Even if the results of exploration are encouraging, Gold Basin may not have sufficient funds to conduct the further exploration that may be necessary to determine whether a commercial deposit exists. While Gold Basin may generate additional working capital through further equity offerings or through the sale or possible syndication of its properties, there can be no assurance that any such funds will be available on favorable terms, or at all. At present, it is impossible to determine what amounts of additional funds, if any, may be required. Failure to raise such additional capital could put the continued viability of Gold Basin at risk.

Uninsured or Uninsurable Risks

Gold Basin may become subject to liability for pollution or hazards against which it cannot insure or against which it may elect not to insure where premium costs are disproportionate to Gold Basin’s perception of the relevant risks. The payment of such insurance premiums and of such liabilities would reduce the funds available for exploration and production activities.

Government Regulations and Political Climate

Mineral exploration on Gold Basin’s properties is affected to varying degrees by: (i) government regulations relating to such matters as environmental protection, health, safety and labour; (ii) mining law reform; (iii) tax laws; (iv) restrictions on production, price controls, and tax increases; (v) maintenance of claims; (vi) tenure; and (vii) expropriation of property through nationalization, requisition or confiscation. Any mineral exploration activities conducted by Gold Basin, including commencement of production, require permits from Governmental Authorities and such operations are and will be governed by laws and regulations governing prospecting, mining, production, exports, taxes, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters.

Companies engaged in the development and operation of mines and related facilities generally experience increased costs, and delays in development and/or production and other schedules as a result of the need to comply with applicable laws, regulations and permits. All permits required for the conduct of exploration, development and mining operations, including the construction of mining facilities, may not be obtainable by Gold Basin on reasonable terms, which would have an adverse effect on any mining project Gold Basin might undertake. Additionally, failure to comply with applicable laws, regulations and permitting requirements may result in enforcement actions thereunder, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining exploration, development or operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations.

To the best of Gold Basin’s knowledge, Gold Basin is and will continue to operate in compliance with applicable legal and environmental regulations and social requirements. However, amendments to current governmental laws and regulations affecting mining companies, or the more stringent application thereof, or shifts in political conditions or attitudes could adversely affect Gold Basin’s operations including the potential to curtail or cease exploration programs or to preclude entirely the economic viability of a mineral property. The extent of future changes to governmental laws and regulations cannot be predicted or quantified, but it should be assumed that such laws and regulations will become more stringent in the future. Generally, new laws and regulations will result in increased compliance costs, including costs and time and effort for obtaining permits, and increased delays or fines resulting from loss of permits or failure to comply with the new requirements.

General Economic Conditions

The recent unprecedented events in global financial markets have had a profound impact on the global economy. Many industries, including the gold and base metal mining industry, are impacted by these market conditions. Some of the key impacts of the recent financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. A continued or worsened slowdown in the financial markets or other economic conditions, including but not limited to, consumer spending, employment rates, business conditions, inflation, fuel and energy costs, consumer debt levels, lack of available credit, the state of the financial markets, interest rates, and tax rates may adversely affect Gold Basin’s growth and profitability.

Specifically:

These factors could have a material adverse effect on Gold Basin’s financial condition and results of operations.

Exploration and Mining Risks

Fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labor are other risks involved in the operation of mines and the conduct of exploration programs. Substantial expenditures are required to establish reserves through drilling, to develop metallurgical processes, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities to justify commercial operations or that funds required for development can be obtained on a timely basis. The economics of developing mineral properties is affected by many factors including the cost of operations, variations of the grade of ore mined, fluctuations in the price of gold or other minerals produced, costs of processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection. In addition, the grade of mineralization ultimately mined may differ from that indicated by drilling results and such differences could be material. Short term factors, such as the need for orderly development of ore bodies or the processing of new or different grades, may have an adverse effect on mining operations and on the results of operations. There can be no assurance that minerals recovered in small scale laboratory tests will be duplicated in large scale tests under on-site conditions or in production scale operations. Material changes in geological resources, grades, stripping ratios or recovery rates may affect the economic viability of projects.

No Known Mineral Reserves

Gold Basin’s mineral properties are in the exploration stage and it is without known mineral reserves. Although Gold Basin may discover mineral reserves through its exploration programs, commercial production may not be warranted due to insufficient quantities or unfavourable economic conditions.

In the event a mineral reserve is discovered, substantial expenditures are required to develop the mineral reserve for production including facilities for mining, processing, infrastructure and transportation. The marketability of any minerals discovered may be affected by numerous factors which are beyond Gold Basin’s control and which cannot be accurately predicted, such as global economic conditions, mineral markets and mineral pricing, global smelting and refining availability, and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals, and environmental protection. Depending on the price of minerals produced, Gold Basin may determine that it is not warranted to commence or continue commercial production.

Environmental Matters

Existing and possible future environmental legislation, regulations and actions could cause significant expense, capital expenditures, restrictions and delays in the activities of Gold Basin, the extent of which cannot be predicted and which may well be beyond the capacity of Gold Basin to fund. Gold Basin’s right to exploit any resource property is and will continue to be subject to various reporting requirements and to obtaining certain government approvals and there can be no assurance that such approvals, including environment approvals, will be obtained without inordinate delay or at all.

There are numerous historic excavations, prospect pits, and shafts within the Gold Basin Project area, as well as a number of associated waste rock dumps, access roads, and tailings dumps. It is uncertain at present if the historic workings pose a potential environmental liability to the Gold Basin Project, nor if or to what extent Gold Basin might be responsible for their reclamation.

Increased Costs

Management anticipates that costs at Gold Basin’s projects will frequently be subject to variation from one year to the next due to a number of factors, such as the results of ongoing exploration activities (positive or negative), changes in the nature of mineralization encountered, and revisions to exploration programs, if any, in response to the foregoing. In addition, exploration program costs are affected by the price of commodities such as fuel, rubber and electricity and the availability (or otherwise) of consultants and drilling contractors. Increases in the prices of such commodities or a scarcity of consultants or drilling contractors could render the costs of exploration programs to increase significantly over those budgeted. A material increase in costs for any significant exploration programs could have a significant effect on Gold Basin’s operating funds and ability to continue its planned exploration programs.

Dependence Upon Others and Key Personnel

The success of Gold Basin’s operations will depend upon numerous factors, many of which are beyond Gold Basin’s control, including (i) the ability to design and carry out appropriate exploration programs on its resource properties; (ii) the ability to produce resources from any resource deposits that may be located; (iii) the ability to attract and retain additional key personnel in exploration, marketing, mine development and finance; and (iv) the ability and the operating resources to develop and maintain the properties held by Gold Basin. These and other factors will require the use of outside suppliers as well as the talents and efforts of Gold Basin and its consultants and employees. There can be no assurance of success with any or all of these factors on which Gold Basin’s operations will depend, or that Gold Basin will be successful in finding and retaining the necessary employees, personnel and/or consultants in order to be able to successfully carry out such activities.

Conflicts of Interest

Certain directors of Gold Basin also serve as directors and/or officers of other companies involved in other business ventures. Consequently, there exists the possibility for such directors to be in a position of conflict. Any decision made by such directors involving Gold Basin will be made in accordance with their duties and obligations to deal fairly and in good faith with Gold Basin and such other companies. In addition, such directors will declare, and refrain from voting on, any matter in which such directors may have a conflict of interest.

Cyber Security Risk

Cyber security risk is the risk of negative impact on the operations and financial affairs of Gold Basin due to cyber-attacks, destruction or corruption of data, and breaches of its electronic systems. Management believes that it has taken reasonable and adequate steps to mitigate the risk of potential damage to Gold Basin from such risks. Gold Basin also relies on third-party service providers for the storage and processing of various data. A cyber security incident against Gold Basin or its contractors and service providers could result in the loss of business sensitive, confidential or personal information as well as violation of privacy and security laws, litigation and regulatory enforcement and costs. Gold Basin has not experienced any material losses relating to cyber-attacks or other information security breaches, however there can be no assurance that it will not incur such losses in the future.

Price Fluctuations and Share Price Volatility

In recent years, the securities markets in the United States and Canada have experienced a high level of price and volume volatility, and the market price of securities of many companies, particularly those considered exploration stage companies, have experienced wide fluctuations in price which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies. There can be no assurance that continual and extreme fluctuations in price will not occur.

Surface Rights and Access

Although Gold Basin acquires the rights to some or all of the resources in the ground subject to the tenures that it acquires, or has a right to acquire, in most cases it does not thereby acquire any rights to, or ownership of, the surface to the areas covered by its resource tenures. In such cases, applicable laws usually provide for rights of access to the surface for the purpose of carrying on exploration activities, however, the enforcement of such rights can be costly and time consuming. In areas where there are no existing surface rights holders, this does not usually cause a problem, as there are no impediments to surface access. However, in areas where there are local populations or landowners, it is necessary, as a practical matter, to negotiate surface access. There can be no guarantee that, despite having the right at law to access the surface and carry on exploration activities, Gold Basin will be able to negotiate a satisfactory agreement with any such existing landowners/occupiers for such access, and therefore it may be unable to carry out exploration activities. In addition, in circumstances where such access is denied, or no agreement can be reached, Gold Basin may need to rely on the assistance of local officials or the courts in such jurisdiction.

Title

Although Gold Basin has taken steps to verify the title to the resource properties in which it has an interest in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee title. Title to resource properties may be subject to unregistered prior agreements or transfers and may also be affected by undetected defects or the rights of indigenous peoples.

PREVIOUS PURCHASES AND SALES BY GOLD BASIN

No Shares have been purchased or sold by Gold Basin during the 12-month period prior to the date hereof.

COMMITMENTS TO ACQUIRE GOLD BASIN SHARES

Except as otherwise described in this Circular, none of Gold Basin or its directors and executive officers or, to the knowledge of the directors and executive officers of Gold Basin, any of their respective associates or affiliates, any other insiders of Gold Basin or their respective associates or affiliates or any person acting jointly or in concert with Gold Basin has made any agreement, commitment or understanding to acquire securities of Gold Basin.

BENEFITS FROM THE ARRANGEMENT

Except as otherwise described in this Circular, none of Gold Basin or its directors and executive officers or, to the knowledge of the directors and executive officers of Gold Basin, any of their respective associates or affiliates, any other insiders of the Gold Basin, or their respective associates or affiliates or any person acting jointly or in concert with Gold Basin will receive any direct or indirect benefits from the Arrangement.

DIVIDEND POLICY

Gold Basin has not declared or paid any dividends on the Shares during the two years preceding the date of this Circular. Gold Basin does not currently have a dividend or distribution policy in place. Except as otherwise disclosed in this Circular or pursuant to the policies of the stock exchange on which the Shares are listed from time to time and the BCBCA, there are no restrictions on Gold Basin that would prevent it from paying a dividend or distribution.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth under “Securities Law Considerations – Interests of Certain Persons and Companies in the Arrangement” and “General Proxy Matters – Voting Securities of Gold Basin and Principal Holders Thereof” in the Circular or elsewhere in this Circular, there were no material interests, direct or indirect, of Gold Basin’s directors or executive officers, or any director or executive officer of a subsidiary of Gold Basin or any person who beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Shares, or any associate or affiliate of such persons, in any transaction since the commencement of Gold Basin’ last completed financial year or in any proposed transaction which has materially affected, or would materially affect, Gold Basin or any of its subsidiaries.

EXPENSES OF GOLD BASIN

The aggregate fees and expenses expected to be incurred by Gold Basin in connection with the Arrangement are estimated to be approximately $700,000, including legal, financial advisory, accounting, filing and printing costs, the costs of preparing and mailing this Circular and fees in respect of the Fairness Opinion.

MATERIAL CHANGE IN THE AFFAIRS OF GOLD BASIN

Except as described in this Circular, the directors and executive officers of Gold Basin are not aware of any plans or proposals for material changes in the affairs of the Gold Basin.

INTEREST OF EXPERTS

Richard A. Schwering, P.G., SME-RM, Jennifer J. Brown, P.G., Jeffery W. Choquette, P.E. are named as having prepared or certified the Technical Report. As at the date hereof, to the best knowledge of Gold Basin: such persons collectively held less than one percent of the securities of Gold Basin when they prepared or certified a report valuation, statement or opinion, as applicable, referred to above and as at the date hereof; and they did not receive any direct or indirect interest in any securities of Gold Basin or of any associate or affiliate of Gold Basin in connection with the preparation or certification of such report, valuation, statement or opinion, as applicable. As at the date hereof, none of the aforementioned persons is or is currently expected to be elected, appointed or employed as a director, officer or employee of Gold Basin or of any associate or affiliate of Gold Basin.

SCIENTIFIC AND TECHNICAL INFORMATION

Dr. Shane Ebert, P.Geo, is the “Qualified Person” under NI 43-101 for Gold Basin and has approved the technical and scientific disclosure of Gold Basin contained in this Circular.

ADDITIONAL INFORMATION

Additional information relating to Gold Basin is available on SEDAR+ at www.sedarplus.ca.

Appendix D

Information Concerning Canex Metals Inc.

[See attached]

NOTICE TO READER

The following information provided by CANEX is presented on a pre-Arrangement basis (except where otherwise indicated) and reflects the current business, financial and share capital position of CANEX.

Unless the context indicates otherwise, capitalized terms which are used in this Appendix D and not otherwise defined in this Appendix D have the meanings given to such terms under the heading “Glossary of Terms” in the Circular.

FORWARD-LOOKING INFORMATION

Certain statements contained in this Appendix D constitute forward-looking statements and forward-looking information (collectively referred to as “forward-looking information”) within the meaning of applicable securities laws. Such forward-looking information relates to future events or CANEX’s future performance. See “General Proxy Information – Cautionary Statement Regarding Forward-Looking Information” in the Circular. Readers should also carefully consider the matters and cautionary statements discussed under the heading “Risk Factors” in the Circular, and under the heading “Risk Factors” in this Appendix D.

CANEX METALS INC.

CANEX was originally incorporated under the laws of the Province of Quebec on March 15, 1971, and was continued under the Business Corporations Act (Alberta) on July 14, 2011. On April 3, 2017, CANEX amended its articles to change its name from “Northern Abitibi Mining Corp.” to “CANEX Metals Inc.”.

CANEX’s 100% owned subsidiary, Canexco Inc. (“Canexco”), was incorporated on June 5, 2019, in Arizona, to conduct CANEX’s exploration and development business in the United States.

CANEX’s head and registered office is located at Suite 1620, 734 – 7th Avenue SW, Calgary, Alberta T2P 3P8, Canada.

CANEX Shares trade on the TSXV under the symbol “CANX” and are quoted on the OTC Market under the symbol “NOMNF”.

Business of CANEX

CANEX is a junior mineral exploration company focused on advancing the 100% owned Gold Range Project and the Louise Project. Since inception, the efforts of CANEX have been devoted to the acquisition, exploration, and development of mineral properties.

CANEX’s principal asset is the 100% owned Gold Range Project, located in northern Arizona, in Mohave County, within an area that has seen historic lode and placer gold production but limited modern gold exploration. Over the past five years, CANEX has been advancing its Gold Range Project, making new gold discoveries and drill-defining gold zones along a 4 kilometer mineralized trend that continues onto Gold Basin’s claims and is the longest defined gold trend in the district, extending at least 6.5 kilometres across both properties. CANEX commissioned an independent third party evaluation of the Gold Range Project which was published on October 27, 2025. The report provides a review of the Gold Range Project, highlighting the history, geology and exploration results completed to the date of the report. The independent qualified author concludes that “The Gold Range Project presents a compelling exploration opportunity within a well understood geological framework and deposit model. The evidence supports a structurally controlled, multi-episodic mineralizing system with the potential to host both high-grade vein-hosted and bulk-tonnage oxide gold resources. Continued exploration is warranted and should focus on expanding known zones, drill testing structural intersections and alteration halos and advancing regional targeting within the broader Gold Basin District”. The report is available on the CANEX website at www.canexmetals.ca and under CANEX’s profile on SEDAR+ at www.sedarplus.ca. CANEX has acquired a controlling interest in Gold Basin, a company with a large and advanced gold project directly adjacent to the Gold Range Project.

In addition to the Gold Range Project, CANEX is advancing the Louise Project in British Columbia which contains a large historic copper-gold resource. The Louise Project offers a low-risk, high value opportunity with untested discovery potential that can be advanced as market conditions allow. CANEX has completed a large scale and deep looking induced polarization geophysical survey at the Louise Project, which has identified two new high priority chargeability targets that have never been identified nor drill tested previously. One, the west Louise Project target, is located two kilometres west of the historic Louise Project deposit and contains similar chargeability and resistivity values as known mineralization. The second, the Louise Project deep target, is a high chargeability zone located immediately north and below the historic Louise Project deposit. This target has potential to host the main body or roots of the faulted Louise Project system and identifying this target was a key objective of the survey.

CANEX is led by an experienced management team which has made three notable porphyry and bulk-tonnage discoveries in North America. CANEX is supported by a significant shareholder, Altius Minerals Corporation (Toronto Stock Exchange: ALS), which has invested in CANEX as a strategic sponsor.

Specialized Skill and Knowledge