Mr. Gorden Glenn reports

GEODEX ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS AND CORPORATE RESTRUCTURING UPDATE

Geodex Minerals Ltd. has provided the following corporate update:

• A non-brokered private placement of units to raise gross proceeds of approximately $1.8-million;
• Extension and conversion of special warrants issued in July, 2015;
• Revised acquisition price of Goldway SRL;
• Debt-for-equity settlement.

In this corporate update to shareholders, the company is pleased to outline its vision of creating a new integrated metals-trading and resource company and the steps required to execute its vision.

Following a comprehensive review of the many risks and challenges facing the resource sector, not the least of which was an unprecedented decline in risk capital for exploration and development projects, it was determined that an integrated metals-trading and resources development strategy offered a viable and sustainable business platform.

Gorden Glenn, chairman, commented, "Our vision for Geodex is simple: establish a profitable, growth-oriented metals and trading company to return capital to our stakeholders and self-fund resource development opportunities."

The company initiated its transition strategy in June, 2015, and has achieved good progress toward its goal of being a self-financing company. With the aid of financial sponsors, it recapitalized the company in July, 2015, and entered into a non-binding letter of intent to acquire a profitable private gold trader with operations in Bolivia and considerable trading experience throughout Central and South America. The company's special warrant financing from July, 2015, contemplated a share consolidation as part of a broader recapitalization strategy, and the acquisition of Goldway SRL, all of which will be implemented following requisite shareholder approvals.

Many shareholders and investors have asked the obvious question, "Why go to Bolivia to trade gold?" The answer is as follows: Bolivia has one of the largest, state-regulated co-operative mining systems in South America, and virtually all gold dore for export to global refiners is produced by small-scale, licensed co-ops and artisanal miners. The process of exporting gold is highly regulated and an integral part of the federal government's mineral royalty and social taxes collection system. In short, the opportunity to be part of a legal, state-sponsored gold-trading/export/tax collection system is a significant opportunity for a well-managed, well-financed metals trader to achieve immediate revenue and cash flows and gain market share.

An update on each aspect of the company's restructuring and transition strategy is discussed below:

Non-brokered private placement of units

Geodex is pleased to announce a proposed private placement offering of an aggregate of up to 2,000 units of the company for gross proceeds of $1.8-million. Each unit is composed of: (i) a secured note in the principal amount of $1,000, bearing a coupon of 10.0 per cent, payable semi-annually, and (ii) 2,500 common share units, where each common share unit shall consist of one common share in the capital of the company and one-half of one common share purchase warrant. Each whole warrant is exercisable into one common share of the corporation at an exercise price of 20 cents per warrant share provided the warrant is exercised on or before the date that is 24 months from the date of closing.

The notes will have a five-year term and are being sold at a 10-per-cent discount to their par value for a deemed offering price of $900 per unit for gross proceeds of $1.8-million.

The offering may close in tranches. Proceeds of the units sold under the offering will be used for metal-trading activities and project development capital for the company's operations in Bolivia and for general working capital purposes.

Extension and conversion of special warrants

In accordance with the special warrant offering of July, 2015, the company was required to complete a consolidation of the outstanding common shares on a one new common share for a minimum of 10 old common shares by Jan. 17, 2016.

The company has received approval to extend the date of the share consolidation to Feb. 1, 2016, following its scheduled shareholders meeting, to approve, among other things, the consolidation, to be held on Jan. 29, 2016.

Management and the board have determined that it is in the best interests of shareholders that they approve the consolidation, following which the company will have approximately 2,110,053 common shares issued and outstanding.

Pursuant to the special warrant offering and upon completion of the consolidation, an aggregate of 670,000 units, composed of one common share and one-half of one common share purchase warrant of the company, will be issued to the holders of an aggregate of 6.7 million special warrants of the company. Each whole warrant entitles the holder thereof to purchase one common share of the company for a period of 24 months after the closing date at a price of 20 cents per common share.

Revised Goldway SRL acquisition price

On July 22, 2015, Geodex announced it had entered into a non-binding LOI to acquire 100 per cent of Goldway, a privately owned gold- and metals-trading company with operations in Bolivia.

Upon completion of extensive due diligence, the company and Goldway principal shareholders have mutually agreed to revise the terms of the acquisition purchase price to acquire a 100-per-cent interest in Goldway. Revised consideration to shareholders of Goldway will consist of: (i) $100,000 (U.S.) on closing of the acquisition; (ii) five million postconsolidation shares in the capital of the company to be issued in tranches of one-third on each of the closing of the acquisition and the dates that are six months and 12 months following completion of the acquisition; and (iii) future cash payments equal to 10 per cent of the operating earnings (earnings before interest, taxes, depreciation and amortization) for the first year following the acquisition, 9.5 per cent of EBITDA for the second year, and 9.0 per cent of EBITDA for the third year and each year thereafter until total payments amount to $500,000 (U.S.). In the event that Goldway has minimum EBITDA of $1-million (U.S.) for the 12-month period following the completion of the acquisition, the sellers may elect to receive a one-time payment of $500,000 (U.S.) in lieu of the annual payments. In the event that the offering and the debt settlement (as more fully described below) are not completed, the acquisition may result in a potential change of control and potential creation of a new control person as defined in the policies of the TSX Venture Exchange in connection therewith, all as more particularly described in the management information circular of the company dated Jan. 4, 2016.

No finder's fee will be paid by Geodex pursuant to this transaction, and the transaction does not involve any non-arm's-length parties.

Debt settlement

As part of the restructuring effort, the company has agreed, subject to TSX Venture Exchange and disinterested shareholder approval, to settle an aggregate of approximately $386,059.30 of indebtedness through the issuance of up to 3,860,593 postconsolidation common shares of the company at a deemed price of 10 cents per postconsolidation common share with certain arm's-length and non-arm's-length creditors of the company. Gorden Glenn, Mark Fields and Chris Irwin, who are directors or officers of the company, will be settling up to $291,141 of the total $386,059.30 of the debt settlement.

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