Mr. Colin Smith reports

GOLD BASIN ANNOUNCES SHARES FOR DEBT TRANSACTIONS AND PROVIDES UPDATES

Gold Basin Resources Corp. has entered into debt settlement agreements with current and former directors of the company whereby, subject to acceptance for filing by the TSX Venture Exchange, the company will issue an aggregate of 2,416,519 common shares in the capital of the company, at a deemed price of five cents per settlement share, in consideration for the settlement of an aggregate of $120,826 in accrued directors fees owing to the creditors. The company proposed the debt settlements to assist it with preserving its cash for working capital.

The creditors include one former director and four current directors. The issuance of the settlement shares to the related parties will each constitute a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company is relying on sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, as, at the time the debt settlements were agreed to, the fair market value of the settlement shares to be issued to the related parties did not exceed 25 per cent of the company's market capitalization.

All securities to be issued pursuant to the debt settlements will be subject to a four-month-and-one-day statutory hold period from the date of issuance in Canada. Closing of the debt settlements is subject to customary closing conditions, including the acceptance for filing of the debt settlements by the exchange.

Update on New Pass property transaction and announcement of consulting agreement

Further to the company's news release dated May 6, 2024, regarding the New Pass property, the company announces that 3,473,685 of the common shares issuable to 1470906 B.C. Ltd. pursuant to an assignment and assumption agreement will be subject to hold periods which mirror the release schedule of the exchange value escrow requirements. Accordingly, 10 per cent of the hold period shares will be released at the time the exchange issues its bulletin approving the New Pass property transaction and 15 per cent of the hold period shares will be released every six months thereafter, such that all hold period shares will have been released after three years. All securities issued pursuant to the transaction will be subject to a four-month-and-a-day regulatory hold period in Canada. The transaction remains subject to acceptance for filing by the exchange.

The company also announces that, subject to exchange acceptance for filing, it has entered into a consulting agreement with Phoenix Global Investments Pty. Ltd. and Fadi Diab, of New South Wales, Australia, whereby the consultants will provide investor relations services for the company, including assisting the company with disclosure materials and investor communications. The term of the agreement with the consultants is 12 months, made effective as of May 1, 2024, and may be terminated at any time, by either party, with 30 days of written notice. The consultants will receive a consulting fee of $5,000 (Australian) per month during the term of the consulting agreement. As of the date hereof, to the company's knowledge, the consultants do not own any securities of the company, other than 500,000 stock options held by Mr. Diab, and the consultants are at arm's length to the company.

About Gold Basin Resources Corp.

Gold Basin Resources is advancing the 42-square-kilometre Gold Basin project, located in the Tier 1 mining jurisdiction of Mohave county, Arizona.

We seek Safe Harbor.