23:16:15 EDT Fri 19 Apr 2024
Enter Symbol
or Name
USA
CA



Geodex Minerals Ltd (2)
Symbol GXM
Shares Issued 21,100,531
Close 2015-07-21 C$ 0.015
Market Cap C$ 316,508
Recent Sedar Documents

Geodex Minerals to acquire Goldway SRL

2015-07-22 09:53 ET - News Release

Mr. Gorden Glenn reports

GEODEX ANNOUNCES LETTER OF INTENT SIGNED TO ACQUIRE BOLIVIAN METALS TRADER AND ANTIMONY CONCENTRATE TRADE UPDATE

Geodex Minerals Ltd. has provided the following corporate update in support of its previously announced initiative to become a leading metals trading company. To accelerate its strategy the company announces today that it has signed a non-binding letter of intent (LOI) with Goldway SRL, a privately owned gold and metals trading company with operations in Bolivia. It is intended that the LOI will be replaced by a definitive and binding agreement by mid-September, 2015.

Goldway principals have over 50 years of collective experience in building and operating metals trading businesses. Since establishing Goldway SRL in December, 2013, Goldway has generated revenues of over $30-million legally trading and exporting metals from Bolivia.

Pursuant to the terms of the LOI, subject to completion of satisfactory due diligence and receipt of applicable regulatory and shareholder approvals, if required, and entering into a definitive agreement, in order to acquire 100-per-cent interest in Goldway, it is intended that the shareholders of Goldway will receive: $500,000 on closing of the acquisition; $1-million of common shares in the capital of the company using the closing price of the Geodex shares on the day following of this announcement, 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 future cash payments equal to 10 per cent of the operating earnings (EBITDA) 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. In the event that Goldway has minimum EBITDA of $1-million for the 12-month period following the completion of the acquisition the sellers may elect to receive a one-time payment of $500,000 in lieu of the annual payments.

The transaction will be completed by way of cash and equity payments, a considerable portion of which will be deferred and aligned to the profitability of Goldway. No finder's fee will be paid by Goldway pursuant to this transaction, and the transaction does not involve any non-arm's-length parties.

The proposed transaction is subject to TSX Venture Exchange acceptance, receipt of required third party consents, approval of the shareholders of Geodex (a meeting will be scheduled for late September, 2015), completion of final due diligence. The terms of the transaction are subject to a 60-day period to complete due diligence period and a binding exclusivity obligation through such period.

In addition to the above-noted customary closing conditions and approvals, the transaction is also subject to:

  1. The completion of a debt or equity financing for not less than $2-million;
  2. Key management and employees of Goldway entering into employment agreements.

"We are delighted to add the Goldway SRL team to our emerging metals trading platform," said Gorden Glenn, chairman of Geodex Minerals. "The proposed acquisition of Goldway represents an unprecedented opportunity to acquire an existing, profitable and experienced trading team in Bolivia and provides GXM with a solid trading platform, with existing clients and revenues to incorporate into our expansion strategy in Central and South America. The acquisition is anticipated to propel growth into fiscal 2016 to 2017."

The proposed acquisition of Goldway is a key milestone in the transformation of Geodex Minerals from a junior exploration company to a global metals trading business platform. Goldway complements and accelerates the company's existing business development efforts to generate significant revenues and build a global metals trading house. Goldway principals commented: "We share Geodex's vision of building a leading global metals trading company. Our current trading operations will benefit from enhanced liquidity and our expansion plans can be initiated benefiting both GXM shareholders and our trading clients. We are therefore delighted to sign an LOI with Geodex and look forward to the conclusion of due diligence and the close of the proposed transaction."

Antimony concentrate trade update

The company is also pleased to announce that antimony concentrate samples are being couriered to end-user clients for testwork and confirmation of concentrate quality. The concentrate is reported to be of high-quality grading with low impurities. The company is confident that the testwork will result in a positive decision to proceed with a long-term trading engagement to be facilitated by GXM and the company will continue to report on the progress of this and other metals concentrate trading initiatives.

We seek Safe Harbor.

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