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Basin Uranium Corp. — M&A Activity 2025
Aug 6, 2025
47954_rns_2025-08-06_78ecb610-bc1a-45cb-8f15-7d8b1f0f6681.pdf
M&A Activity
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THIS LETTER OF TRANSMITTAL IS FOR USE ONLY IN CONJUNCTION WITH THE PLAN OF ARRANGEMENT INVOLVING BASIN URANIUM CORP. ITS SHAREHOLDERS, BLADE RESOURCES INC. AND NEXUS URANIUM CORP.
THIS LETTER OF TRANSMITTAL MUST BE VALIDLY COMPLETED, DULY EXECUTED AND RETURNED TO THE DEPOSITARY, ENDEAVOR TRUST CORPORATION. IT IS IMPORTANT THAT YOU VALIDLY COMPLETE, DULY EXECUTE AND RETURN THIS LETTER OF TRANSMITTAL ON A TIMELY BASIS IN ACCORDANCE WITH THE INSTRUCTIONS CONTAINED HEREIN.
LETTER OF TRANSMITTAL
FOR REGISTERED HOLDERS OF COMMON SHARES OF BASIN URANIUM CORP.
TO: BASIN URANIUM CORP.
AND TO: ENDEAVOR TRUST CORPORATION, AS DEPOSITARY
AND TO: BLADE RESOURCES INC. AND NEXUS URANIUM CORP.
This letter of transmittal (the “Letter of Transmittal”) is for use by registered holders (the “Registered Shareholders”) of common shares (“Basin Shares”) of Basin Uranium Corp. (“Basin”) in connection with the proposed arrangement (the “Arrangement”) that is being submitted for approval at the annual and special meeting of Basin shareholders scheduled to be held on September 4, 2025 or any adjournment(s) or postponement(s) thereof (the “Meeting”). Basin, Blade Resources Inc. (“Spinco”) and Nexus Uranium Corp. (“Nexus”, and together with Basin and Spinco, the “Parties”) entered into an arrangement agreement dated June 25, 2025 (the “Arrangement Agreement”) pursuant to which holders of Basin Shares will receive, for each Basin Share held, approximately 1.1 of a common share (each whole common share, a “Nexus Share”) in the capital of Nexus, based on the number of Basin Shares outstanding as of the date of the Arrangement and 0.11 of a common share (each whole common share being a “Spinco Share”) in the capital of Spinco (collectively, “Consideration Shares”).
Registered Shareholders are referred to the Notice of Annual and Special Meeting of Basin Shareholders and the Management Information Circular of Basin dated August 1, 2025 (the “Information Circular”) prepared in connection with the Meeting that accompanies this Letter of Transmittal. The terms and conditions of the Arrangement Agreement are incorporated by reference in this Letter of Transmittal and capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Information Circular. You are encouraged to carefully review the Information Circular in its entirety.
ENDEAVOR TRUST CORPORATION (THE “DEPOSITARY”)
(SEE BELOW FOR ADDRESS AND TELEPHONE NUMBER)
WILL BE ABLE TO ASSIST YOU IN COMPLETING THIS LETTER OF TRANSMITTAL
This Letter of Transmittal is to be used by Registered Shareholders only and is NOT to be used by beneficial holders of Basin Shares (“Beneficial Shareholders”). A Beneficial Shareholder does not have Basin Shares registered in his, her or its name, rather such Basin Shares are held by an intermediary or clearing agency such as CDS & Co. (“Intermediary”). If you are a Beneficial Shareholder you should contact your Intermediary for instructions and assistance in receiving the Consideration Shares for your Basin Shares.
Subject to the approval of the Arrangement by the Basin Shareholders at the Meeting, the approval of the Court and satisfaction of certain other conditions described in the Information Circular and the Arrangement Agreement, the Arrangement is expected to close on or around September 10, 2025, but may be delayed beyond this date. If the Arrangement is completed, then, at the Effective Time, Registered Shareholders (other than Dissenting Securityholders) will be entitled to receive, in exchange for each Basin Share held, 1.1 of a Nexus Share, based on the number of Basin Shares outstanding as of the date of the Arrangement and 0.11 of a Spinco Share.
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In order to receive their Nexus Shares and Spinco Shares, Registered Shareholders (other than Dissenting Shareholders) are required to deposit the certificate(s) representing the Basin Shares held by them with the Depositary. Registered Shareholders who were issued Basin Shares in non-certificated form or Registered Shareholders who received Direct Registration System Advice ("DRS Advice") evidencing such Basin Shares do not need to take any further actions, provided that there are no certificates outstanding evidencing such Basin Shares. As soon as practically following the Effective Time, the Depositary will deliver to such Registered Shareholders the DRS Advice representing the Consideration Shares that the undersigned is entitled to receive under the Arrangement. Such DRS Advice shall be delivered to the Registered Shareholders at the address of such shareholder as shown on the central securities register of Basin.
This Letter of Transmittal, properly completed and duly executed, together with all other required documents, must accompany all certificate(s) for Basin Shares deposited in order to receive Consideration Shares pursuant to the Arrangement.
Whether or not the undersigned delivers the required documentation to the Depositary, as of the Effective Date, the undersigned will cease to be a holder of Basin Shares and the Basin Shares will be cancelled and the certificate(s) representing Basin Shares will only represent the right to, subject to the ultimate expiry of the sixth anniversary of the Effective Date, receive the Consideration Shares to which the undersigned is entitled under the Arrangement.
Please read the Information Circular and the instructions set out below carefully before completing this Letter of Transmittal. Delivery of this Letter of Transmittal to an address other than as set forth herein will not constitute valid delivery. If your Basin Shares are registered in different names, a separate Letter of Transmittal must be submitted for each different registered owner. See Instruction 2.
In connection with the Arrangement, the undersigned hereby deposits with the Depositary for transfer upon the Effective Time, the enclosed certificate(s) representing Basin Shares, details of which are as follows: (Please print or type.)
| Certificate Number(s) | Name in Which Registered | Number of Basin Shares |
|---|---|---|
NOTE: If the space provided is insufficient, details may be listed on a separate schedule to this Letter of Transmittal.
It is understood that, upon receipt of this Letter of Transmittal duly completed and signed, the certificate(s) representing the Basin Shares deposited herewith (the "Deposited Shares") and any other required documents, and following the Effective Time, the Depositary will deliver to the undersigned, in accordance with the delivery instructions provided in Box A below, DRS Advices in respect of the Consideration Shares that the undersigned is entitled to receive under the Arrangement or hold such DRS Advice in respect of the Consideration Shares for pickup in accordance with the instructions set out below, and the certificate(s) representing the Deposited Shares will forthwith be cancelled.
The undersigned holder of Basin Shares represents and warrants in favour of the Parties that: (i) the undersigned is the registered holder of the Deposited Shares; (ii) such Deposited Shares are owned by the undersigned free and clear of all mortgages, liens, charges, encumbrances, security interests and adverse claims; (iii) the undersigned has full power and authority to execute and deliver this Letter of Transmittal and to deposit, sell, assign, transfer and deliver the Deposited Shares and that, when a DRS Advice in respect of the applicable number of Consideration Shares is delivered, none of Basin, SpinCo or Nexus, or any affiliate thereof or successor thereto will be subject to any adverse claim in respect of such Deposited Shares; (iv) the Deposited Shares have not been sold, assigned or transferred, nor has any agreement been entered into to sell, assign or transfer any such Deposited Shares,
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to any other person; (v) the surrender of the Deposited Shares complies with all applicable laws; (vi) all information inserted by the undersigned into this Letter of Transmittal is complete, true and accurate; (vii) unless the undersigned shall have revoked this Letter of Transmittal by notice in writing given to the Depositary by no later than 24 hours (excluding Saturdays, Sundays and holidays recognized in the Provinces of British Columbia) prior to the time of the Meeting or any adjournment or postponement thereof, the undersigned will not, prior to such time, transfer or permit to be transferred any of such Deposited Shares except pursuant to the Arrangement; (viii) the undersigned has received or obtained a copy of the Information Circular; and (ix) the delivery of DRS Advices in respect of the applicable number of Consideration Shares will discharge any and all obligations of the Parties and the Depositary with respect to the matters contemplated by this Letter of Transmittal. These representations and warranties will survive the completion of the Arrangement.
The undersigned surrenders to Basin, effective at the Effective Time, all right, title and interest in and to the Deposited Shares and irrevocably appoints and constitutes the Depositary the true and lawful attorney of the undersigned, with full power of substitution, to deliver the certificate(s) representing the Deposited Shares on the books of Basin.
Except for any proxy deposited with respect to the vote on the Arrangement Resolution in connection with the Meeting, the undersigned revokes any and all authority, other than as granted in this Letter of Transmittal, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by the undersigned at any time with respect to the Deposited Shares and no subsequent authority, whether as agent, attorney-in-fact, proxy or otherwise, will be granted with respect to the Deposited Shares.
The undersigned will, upon request, execute any signature guarantees or additional documents deemed by the Depositary to be reasonably necessary or desirable to complete the transfer of the Deposited Shares contemplated by this Letter of Transmittal.
The undersigned agrees that all questions as to validity, form, eligibility (including timely receipts) and acceptance of any Basin Shares surrendered in connection with the Arrangement will be determined by Basin in its sole discretion and that such determination will be final and binding and acknowledges that there is no duty or obligation upon Basin, Nexus, the Depositary or any other person to give notice of any defect or irregularity in any such surrender of Basin Shares and no liability will be incurred by any of them for failure to give any such notice.
The undersigned hereby acknowledges that the delivery of the Deposited Shares will be effected and the risk of loss to such Deposited Shares will pass only upon proper receipt thereof by the Depositary. This Letter of Transmittal and accompanying documentation may be revoked by notice in writing to the Depositary at any time at least 24 hours (excluding Saturdays, Sundays and holidays recognized in the Provinces of British Columbia) prior to the time of the Meeting or any adjournment or postponement thereof, in which case the Letter of Transmittal and all accompanying documentation will be returned forthwith.
Each authority conferred or agreed to be conferred by the undersigned in this Letter of Transmittal will survive the death, incapacity, bankruptcy or insolvency of the undersigned and any obligation of the undersigned hereunder will be binding upon the heirs, personal representatives, legal representatives, successors and assigns of the undersigned.
The undersigned instructs the Depositary to mail the DRS Advices in respect of the Consideration Shares that the undersigned is entitled to pursuant to the Arrangement, in exchange for the duly completed Letter of Transmittal and the Deposited Shares, as soon as practicable following the later of the Effective Date and the date of the deposit of the Letter of Transmittal and the certificate(s) representing the Deposited Shares, together with all other required documents, with the Depositary, by first-class mail, postage prepaid, to the undersigned, or to hold such DRS Advices in respect of the Consideration Shares in exchange for the Deposited Shares for pick-up, in accordance with the instructions given below.
If the Arrangement is not completed or proceeded with, the enclosed certificate(s) and all other ancillary documents will be returned as soon as possible to the undersigned at the address set out below in Box A or, failing such address being specified, to the undersigned at the last address of the undersigned as it appears on the securities register of Basin.
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The undersigned understands and acknowledges that it will not receive the Consideration Shares under the Arrangement in respect of the Deposited Shares until the Arrangement is completed and the certificate(s) representing the Deposited Shares owned by the undersigned are received by the Depositary at the address set forth on the back of this Letter of Transmittal, together with a duly completed Letter of Transmittal and such additional documents as the Depositary may require, and until the same are processed by the Depositary. The undersigned understands and acknowledges that under no circumstances will interest accrue or be paid in respect of the Deposited Shares in connection with the Arrangement.
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PLEASE COMPLETE BOX A, AND IF APPLICABLE, BOX B OR BOX C. SEE INSTRUCTION 5 BELOW.
| ## BOX A
ISSUANCE INSTRUCTIONS
To be completed by all Registered Shareholders
☐ Issue Consideration Shares in the name of:
(please print or type)
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (or Zip) Code)
(Telephone - Business Hours)
(Taxpayer Identification or Social Insurance Number)
(Email Address) | ## BOX B
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the Consideration Shares to which the undersigned is entitled pursuant to the Arrangement are to be sent to someone other than the address shown in Box A
(please print or type)
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (or Zip) Code) |
| --- | --- |
| ## BOX C – SPECIAL PICK-UP INSTRUCTIONS
To be completed ONLY if the Consideration Shares to which the undersigned is entitled pursuant to the Arrangement are to be picked-up at an office of the Depositary
| ☐ HOLD FOR PICK-UP AT THE OFFICE OF THE DEPOSITARY WHERE THE BASIN SHARES WERE DEPOSITED |
|---|
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| BOX D – SIGNATURE GUARANTEE | BOX E - SIGNATURE |
|---|---|
| Signature guaranteed by | |
| (if required under Instruction 3): | Date: _________ |
| Authorized Signature of Guarantor | Signature of Registered Shareholder or Authorized Representative - See Instruction 4 |
| Name of Guarantor (please print or type) | Name of Registered Shareholder (please print or type) |
| Address of Guarantor (please print or type) | Taxpayer Identification, Social Insurance Number or Social Security Number of Registered Shareholder (please print or type) |
| Area Code and Telephone Number | Name of Authorized Representative, if applicable (please print or type) |
| Daytime telephone number of Registered Shareholder or Authorized Representative | |
| Daytime facsimile number of Registered Shareholder or Authorized Representative |
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INSTRUCTIONS
1. Use of Letter of Transmittal
(a) Registered Shareholders should read the accompanying Information Circular prior to completing this Letter of Transmittal. The terms and conditions of the Arrangement Agreement are incorporated by reference in this Letter of Transmittal and capitalized terms used but not defined in this Letter of Transmittal have the meanings set out in the Information Circular.
(b) This Letter of Transmittal duly completed and signed together with accompanying certificate(s) representing the Deposited Shares and all other required documents must be sent or delivered to the Depositary at the addresses set out on the back of this Letter of Transmittal. In order to receive the Consideration Shares under the Arrangement for the Deposited Shares, it is recommended that the foregoing documents be received by the Depositary at the address set out on the back of this Letter of Transmittal as soon as possible.
(c) The method used to deliver this Letter of Transmittal and any accompanying certificate(s) representing Deposited Shares and all other required documents is at the option and risk of the Registered Shareholder and delivery will be deemed effective only when such documents are actually received. The Parties and the Depositary recommend that the necessary documentation be hand delivered to the Depositary at the address set out on the back of this Letter of Transmittal, and a receipt obtained; otherwise the use of registered mail with return receipt requested, properly insured, is recommended. Holders of Basin Shares whose Basin Shares are registered in the name of a broker, investment dealer, bank, trust company or other nominee should contact that nominee for assistance in depositing those Basin Shares. Delivery to an office other than to the specified office does not constitute delivery for this purpose.
(d) Basin reserves the right, if it so elects in its absolute discretion, to instruct the Depositary to waive any defect or irregularity contained in any Letter of Transmittal and/or accompanying documents received by it.
(e) If the DRS Advices in respect of the Consideration Shares are to be issued in the name of a person other than the person(s) signing this Letter of Transmittal or if the DRS Advice in respect of the Consideration Shares is to be mailed to someone other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal at an address other than that shown above, the appropriate boxes in this Letter of Transmittal should be completed (Box A and Box B).
2. Signatures
This Letter of Transmittal must be completed and signed by the registered holder of Basin Shares or by such registered holder’s duly authorized representative (in accordance with Instruction 4).
(a) If this Letter of Transmittal is signed by the registered holder(s) of the certificate(s) (if applicable) representing Basin Shares, such signature(s) on this Letter of Transmittal must correspond with the name(s) as registered or as written on the face of such certificate(s) without any change whatsoever, and the certificate(s) need not be endorsed. If such deposited certificate(s) are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.
(b) If this Letter of Transmittal is signed by a person other than the registered holder(s) of the certificate(s) representing Basin Shares and/or the share certificates representing Consideration Shares are to be issued to a person other than the registered holder(s):
(i) such deposited certificate(s) must be endorsed or be accompanied by appropriate share transfer power(s) of attorney duly and properly completed by the registered holder(s); and
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(ii) the signature(s) on such endorsement or share transfer power(s) of attorney must correspond exactly to the name(s) of the registered holder(s) as registered or as appearing on the certificate(s) and must be guaranteed as noted in Instruction 3 below.
(c) If any of the Deposited Shares are registered in different names on several certificate(s), it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of such Deposited Shares.
3. Guarantee of Signatures
If this Letter of Transmittal is signed by a person other than the registered holder(s) of the Deposited Shares or if the Consideration Shares are to be issued in a name other than the registered holder(s) of the Basin Shares, such signature must be guaranteed by an Eligible Institution (as defined below), or in some other manner satisfactory to the Depositary (except that no guarantee is required if the signature is that of an Eligible Institution). An “Eligible Institution” means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agent Medallion Program (STAMP), a member of the Stock Exchange Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the National Association of Securities Dealers or banks and trust companies in the United States.
4. Fiduciaries, Representatives and Authorizations
Where this Letter of Transmittal or any share transfer power(s) of attorney is executed by a person as an executor, administrator, trustee or guardian, or on behalf of a corporation, partnership or association or is executed by any other person acting in a representative capacity, such person should indicate such capacity when signing and this Letter of Transmittal must be accompanied by satisfactory evidence of the authority to act. Basin or the Depositary, at their discretion, may require additional evidence of authority or additional documentation.
5. Delivery Instructions
The Consideration Shares to be issued in exchange for the Deposited Shares will be issued in the name of the person indicated in Box A and delivered to the address indicated in Box A (unless another address has been provided in Box B). If any DRS Advice in respect of Consideration Shares is to be held for pick-up at the offices of the Depositary, complete Box C. If neither Box A nor Box B is completed, any Consideration Shares issued in exchange for the Deposited Shares will be issued in the name of the registered holder of the Deposited Shares and will be mailed to the address of the registered holder of the Deposited Shares as it appears on the register of Basin. Any DRS Advice mailed in accordance with this Letter of Transmittal will be deemed to be delivered at the time of mailing.
6. Lost Certificates
If a certificate representing Basin Shares has been lost, stolen or destroyed, this Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, to the Depositary. The Depositary and/or the registrar and transfer agent for the Basin Shares will respond with replacement requirements (which will include an affidavit from the person claiming the loss and/or bonding requirement) that must be satisfied in order for the undersigned to receive payment of the consideration in accordance with the Arrangement.
7. Return of Certificates
If the Arrangement does not proceed for any reason, any certificate(s) representing Basin Shares received by the Depositary will be returned to you forthwith in accordance with your delivery instructions in Box “A” or Box “B”, or failing such address being specified, to the undersigned at the last addressed of the undersigned as it appears on the central securities register of Basin.
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- Direct Registration System
Consideration Shares issuable under the Arrangement will be issued in the Direct Registration System, or DRS. The DRS is a system that allows you to hold your Consideration Shares in “book-entry” form without having physical share certificates issued as evidence of ownership. Instead, your Consideration Shares will be held in your name and registered electronically in Nexus’ and Spinco’s records, which will be maintained by the transfer agent, Endeavor Trust Corporation (“Endeavor”) in the case of Nexus and the transfer agent to be appointed by Spinco (the “Spinco TA”). The Direct Registration System eliminates the need for shareholders to safeguard and store certificates, it avoids the significant cost of a surety bond for the replacement of, and the effort involved in replacing, physical certificate(s) that might be lost, stolen or destroyed and it permits/enables electronic share transactions.
Upon completion of the Arrangement you will receive an initial DRS Advice acknowledging the number of Spinco Share and Nexus Shares you hold in your DRS account. Each time you have any movement of shares into or out of your DRS accounts, you will be mailed an updated DRS Advice. You may request a statement at any time by contacting Endeavor the Spinco TA, as applicable.
At any time you may request a share certificate for all or a portion of the Spinco Shares or Nexus Shares held in your DRS accounts. You may contact Endeavor or the Spinco TA with this request. A share certificate for the requested number of Spinco Shares, or Nexus Shares, as applicable, will be sent to you by first class mail upon receipt of your instructions, at no cost to you.
For more information about DRS, please contact Endeavor at 1-604-559-8880 or visit Endeavor on-line at www.endeavortrust.com.
Information regarding the Spinco TA will be provided to holders of Spinco Shares in due course.
- Miscellaneous
(a) If the space on this Letter of Transmittal is insufficient to list all certificates for Basin Shares, additional certificates for Basin Shares may be listed (in the same form as above) on a separate signed list affixed to this Letter of Transmittal.
(b) If Basin Shares are registered in different forms (e.g. “John Doe” and “J. Doe”), a separate Letter of Transmittal should be signed for each different registration.
(c) No alternative, conditional or contingent deposits of Basin Shares will be accepted and no fractional Consideration Shares will be issued.
(d) Additional copies of this Letter of Transmittal may be obtained from the Depositary at the office specified on the last page of this Letter of Transmittal.
(e) Under no circumstances will any amount be paid by Basin, Nexus or the Depositary by reason of any delay in exchanging any Basin Shares accepted for exchange pursuant to the Arrangement.
(f) This Letter of Transmittal will be construed in accordance with and governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The holder of the Basin Shares covered by this Letter of Transmittal hereby unconditionally and irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia and the courts of appeal therefrom.
- Representations
The representations made by the undersigned Registered Shareholder in this Letter of Transmittal will survive the completion of the Arrangement.
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THE DEPOSITARY FOR THE ARRANGEMENT IS:
ENDEAVOR TRUST CORPORATION
The office of the Depositary is:
By Mail, Registered Mail, Hand or Courier
702 – 777 Hornby Street
Vancouver, BC
V6Z 1S4
Attention: Corporate Actions
Inquiries
By Phone: 1-604-559-8880
Confidential Facsimile: 1-604-559-8908
E-Mail: [email protected]
Any questions and requests for assistance may be directed by Registered Shareholders to the Depositary at the telephone number and location set out above.
Privacy Notice: Endeavor is committed to protecting your personal information. In the course of providing services to you and our corporate clients, we receive non-public personal information about you - from transactions we perform for you, forms you send us, other communications we have with you or your representatives, etc. This information could include your name, address, social insurance number, securities holdings and other financial information. We use this to administer your account, to better serve your and our clients' needs and for other lawful purposes relating to our services. Some of your information may be transferred to servicers in the U.S.A. for data processing and/or storage. Endeavor will use the information you are providing in order to process your request and will treat your signature(s) as your consent to us so doing.