Mr. Gorden Glenn reports

GEODEX PROVIDES UPDATE ON RESTRUCTURING, NON-BROKERED UNIT FINANCING AND GOLDWAY SRL ACQUISITION

Geodex Minerals Ltd. has provided the following updates on its previously announced initiative to become a next-generation metals and mining company. Each aspect of the company's restructuring, financing, and acquisition and growth strategy is discussed below.

Restructuring -- debt settlement and share consolidation

At the company's special meeting of shareholders held on Jan. 29, 2016, the shareholders approved:

1. The consolidation of the common shares of the company on the basis of one postconsolidation common share for every 10 preconsolidation common shares;
2. $386,059.30 in debt settlements to arm's-length and non-arm's-length parties through the issuance of 3,860,593 postconsolidation common shares of the company at a deemed price of 10 cents per postconsolidation common share;
3. The conversion of special warrants (converted into 670,000 common shares) issued in connection with a private placement in July, 2015.

The consolidation and conversion of special warrants received final approval from the TSX Venture Exchange on Feb. 9, 2016, resulting in 2,779,827 common shares issued and outstanding. Completion of the debt settlement will result in the issuance of an additional 3,860,593 common shares (or 6,640,420 pro forma shares) issued and outstanding prior to completion of the proposed non-brokered unit financing and the Goldway SRL acquisition. The debt settlement is expected to close concurrently with the first tranche of the proposed offering, subject to final approval of the TSX-V.

Financing -- non-brokered private placement of units

The previously announced private placement offering of up to 2,000 units of the company for gross proceeds of $1.8-million has been revised. Each unit now comprises:

1. A note in the principal amount of $1,000, bearing a coupon of 10 per cent, payable semi-annually;
2. 1,500 common shares;
3. 1,500 common share purchase warrants, with each warrant exercisable into one common share of the company at an exercise price of 10 cents per warrant share, provided that the warrant is exercised on or before the date that is five years 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 multiple tranches, with proceeds of the units sold under the offering to be used for metal trading activities, project development capital for the company's operations in Bolivia and for general working capital purposes.

Goldway SRL acquisition

Key to the company's growth strategy is the acquisition of Goldway SRL, a privately owned gold and metals trading company with operations in Bolivia. The original letter of intent entered into on July 22, 2015, has been amended pursuant to a share exchange agreement dated Aug. 12, 2016, and it is intended that the shareholders of Goldway will receive:

1. $100,000 on closing of the acquisition;
2. Five million common 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;
3. 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 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 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 as described above, 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 final TSX-V acceptance, receipt of required third party consents and completion of final due diligence. The terms of the transaction are subject to a 60-day period to complete due diligence 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 $1.8-million;
2. Key management and employees of Goldway entering into employment agreements.

"The acquisition of Goldway is a key first step in our restructuring of Geodex to a sustainable, high-growth next-generation metals and mining company," said Gorden Glenn, chairman of Geodex. "With the support of existing and new shareholders, the management and board are focused on completing the final stages of our transformation and look forward to executing on our business strategy in Central and South America. The acquisition is anticipated to propel growth during calendar 2017."

The proposed acquisition of Goldway is a key milestone in the transformation of Geodex from a junior exploration company to a global metals trading business platform. Goldway complements and accelerates Geodex's existing business development efforts to generate significant revenues and build a global metals trading house.

We seek Safe Harbor.