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Gold Basin deems Helix JV "not valid"

2026-05-05 17:46 ET - News Release

Mr. Shane Ebert reports

GOLD BASIN ALERTS MARKET THAT THE PURPORTED JOINT VENTURE AGREEMENT BETWEEN GOLD BASIN AND HELIX RESOURCES ON THE GOLD BASIN PROPERTY IS NOT VALID

Gold Basin Resources Corp. has alerted the market that the purported joint venture between Gold Basin and Helix Resources Ltd. (the invalid Helix joint venture) announced by Helix in its ASX (Australian Securities Exchange) announcement on April 29, 2026, is not valid and has no standing. Accordingly, it is the company's opinion that Helix has no interest or rights in the Gold Basin property.

The invalid Helix joint venture was approved and signed by Gold Basin's prior management contrary to a court order from the Supreme Court of British Columbia issued by Justice Baker on Feb. 2, 2026, restraining Gold Basin from selling, transferring, disposing of, leasing or encumbering any property of Gold Basin. Furthermore, the invalid Helix joint venture did not receive the required approval of the TSX Venture Exchange and the company is of the view that the invalid Helix joint venture did not disclose the required Canadian related party transaction disclosures, including Kevin Lynn being a director of Helix and a director of Gold Basin Resources (Australia) Pty. Ltd., and constituted an improper defensive tactic in response to the announcement of an unsolicited offer by Mayfair Acquisition Corp. to acquire Gold Basin in contravention of National Policy 62-202, Take-Over Bids -- Defensive Tactics.

Accordingly, for the above-noted reasons, it is the company's position that no valid joint venture has been formed between Helix and the company.

The company provides further particulars below with respect to the invalid Helix joint venture and the Helix announcement that the company believes shareholders should be made aware of in considering the propriety of the invalid Helix joint venture:

  • Mr. Lynn, a director of Helix, was also a director and secretary of Gold Basin Resources (Australia), a wholly owned subsidiary of Gold Basin; this was not publicly disclosed by Gold Basin to the market.
  • The purported initial binding letter JV offer dated Nov. 12, 2024, and issued by Helix was on Helix letterhead and was signed by Michael Povey as chair of Helix. The agreement is dated 52 days before Mr. Povey became a director of Helix on Jan. 3, 2025, and 18 days after Mr. Povey resigned from the board of Gold Basin and while he was still an adviser to Gold Basin. Mr. Povey falsely claimed to be the chair of Helix in the Nov. 12, 2024, document.
  • On March 27, 2025, Helix Resources announced a deal to purchase the White Hills project from companies owned by Charles Straw (Gold Basin's chief executive officer at the time) and Calvin Heron (Gold Basin's former consulting geologist and project manager), a deal that granted the vendors cash consideration and a right to become a material shareholder in Helix Resources.
  • Mr. Straw was appointed as president of Gold Basin on March 19, 2021. It is not clear when Mr. Straw acquired the White Hills project, but Gold Basin referenced this project in a November, 2022, press release as containing exploration targets of interest to Gold Basin. Mr. Straw acquired a state lease on a portion of the White Hills project in early 2023, referred to as Section 2. This acquisition appears to have violated the non-competition and area of influence provisions in Mr. Straw's consulting agreement with Gold Basin and would therefore be in breach of his fiduciary duty to Gold Basin.
  • A little over a month following the announcement of the transaction between Mr. Straw and Helix, Gold Basin issued a press release announcing that Helix, the very company that Mr. Straw, Gold Basin's CEO, had agreed to sell properties to, had purportedly 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.
  • Mr. Povey, a close business associate of Mr. Straw (Mr. Povey and Mr. Straw were recently subject to an action in the Supreme Court of Australia by the liquidator of Ochre Group) and a former CEO and director of Gold Basin, was an adviser to Gold Basin and was chair of Helix at all material times with respect to the negotiation of the invalid Helix joint venture, except for the Nov. 12, 2024, agreement when Mr. Povey represented he was the chair of Helix but was not.
  • In the Helix announcement, Helix states, as of April 30, 2026, it has no disputes or litigation recorded against it. This statement is not factual. On Oct. 28, 2025, Gold Basin shareholders filed a petition to set aside the invalid Helix joint venture with Gold Basin in the Supreme Court of British Columbia, naming Gold Basin and Helix as respondents. The petition outlines the undisclosed related party nature of the purported transaction, the absence of proper approvals, the unfair and unreasonable terms, an improper defensive tactic to a takeover proposal, and other breaches of procedures and policies.

The company has reserved all of its rights against the former directors of the company and has initiated the appropriate steps to file appropriate proceedings to recover from them, personally, any losses the company alleges it has suffered, and may continue to suffer, as a result of their actions The company's controlling shareholder, Canex Metals Inc., has advised that it intends to seek contempt orders against each of the former directors of the company personally for any breach of the restraining orders issued by the Supreme Court of British Columbia preventing former directors from impairing the value of Gold Basin or its Arizona property.

About Gold Basin Resources Corp.

Gold Basin Resources holds the 42-square-kilometre Gold Basin project in Mohave county, Arizona. The project hosts large mineralized trends containing near-surface oxide gold mineralization and has seen over 800 historic and current drill holes into mineralized deposits up to 1.7 kilometres in length.

We seek Safe Harbor.

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