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

Vancouver, British Columbia--(Newsfile Corp. - May 1, 2025) - Mayfair Acquisition Corp. (TSXV: MFA.P) ("Mayfair" or the "Company") wishes to provide 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 Corporation (TSXV: GXX) ("Gold Basin") and Canex Metals Inc. (TSXV: CANX) ("Canex"). 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 company, Helix Resources Limited (ASX: HLX) ("Helix") 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 CEO 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 A$200,000 in cash and A$1.3 million in Helix shares. The CEO of Helix is stated to be Michael Povey who was previously the CEO of Gold Basin and was a director of Gold Basin until October 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 CEO, 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 CEO had recently sold properties to, has entered into an earn in Agreement with Gold Basin to acquire a 40% interest and a 1% 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.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/250491