Mr. Charles Walensky of Mayfair reports
MAYFAIR ACQUISITION CORP. PROVIDES UPDATE TO SECURITIES EXCHANGE TAKEOVER BID TO
ACQUIRE ALL OF THE OUTSTANDING SHARES OF GOLD BASIN RESOURCES CORPORATION AND CANEX
METALS INC. AND SUMMARIZES TRANSACTIONS WITH GOLD BASIN AND ITS MANAGEMENT
Mayfair Acquisition Corp. has provided an update in regard to its March 20, 2025, announcement in which it
disclosed its intention to make a securities exchange takeover bid for all of the issued and outstanding
shares of Gold Basin Resources Corp. and Canex Metals Inc. Following this announcement, the company immediately began discussing lock-up
agreements with Gold Basin and Canex shareholders. Although the company and its representatives have
since had productive discussions with Canex management regarding the proposed takeover, management
of Gold Basin has not communicated with the company at all in respect of the proposed takeover bid.
Shortly following the company's March 20, 2025, press release, the company became aware that an
Australian-based, ASX-listed (Australian Securities Exchange) company, Helix Resources Ltd., had entered into an
agreement to acquire the White Hills project, which directly adjoins Gold Basin's project in Arizona, in a
transaction with companies owned by Gold Basin's chief executive officer, Charles Straw, and Gold Basin's former consulting
geologist and project manager, Calvin Heron. This transaction was disclosed by way of ASX
announcement on March 28, 2025, and discloses that the Gold Basin related vendors will receive
$200,000 (Australian) in cash and $1.3-million (Australian) in Helix shares. The chief executive officer of Helix is stated to be Michael Povey, who
was previously the chief executive officer of Gold Basin and was a director of Gold Basin until Oct. 25, 2024. It is not
clear when Mr. Straw and Mr. Heron acquired the White Hills project, but the company notes that this
project was referenced in a November, 2022, press release of Gold Basin, as containing 12 exploration
targets of interest to Gold Basin.
On April 11, 2025, following receipt of information about the transaction between Mr. Straw, Gold Basin's
current chief executive officer, and Helix, the company communicated with Mr. Straw requesting an explanation, noting the
apparent conflicts of interest and potential breaches of fiduciary duty on the part of Gold Basin's current
and former management. No response has been received.
More recently, on April 28, 2025, Gold Basin issued a press release announcing that Helix, the very
company that Gold Basin's chief executive officer had recently sold properties to, has entered into an earn-in agreement
with Gold Basin to acquire a 40-per-cent interest and a 1-per-cent net smelter royalty in the Gold Basin project.
In view of the apparent self-dealing and conflicts of interest among Gold Basin and its management, the
company is assessing its alternatives, including litigation and regulatory complaints, and will advise
shareholders of its intention in respect of the proposed takeover bid in due course.
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