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Gold Basin Resources Corporation Proxy Solicitation & Information Statement 2026

May 14, 2026

47783_rns_2026-05-14_29a07517-45a4-46f6-8377-b5822dec0f54.pdf

Proxy Solicitation & Information Statement

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Gold Basin

Resources Corporation

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:

  1. to consider and, if thought advisable, to pass, with or without variation, a special resolution (the “Arrangement Resolution”), the full text of which is set forth in Appendix A to the accompanying management information circular dated May 14, 2026 (the “Circular”), authorizing and approving a plan of arrangement (the “Plan of Arrangement”) pursuant to section 288 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving CANEX Metals Inc., Gold Basin and the Shareholders; and
  2. to transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

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.


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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 [email protected].

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ARRANGEMENT RESOLUTION.

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

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Jordan Ross”

Jordan Ross
Director

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