18:16:58 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Geodex Minerals Ltd (3)
Symbol GXM
Shares Issued 5,242,827
Close 2017-08-10 C$ 0.14
Market Cap C$ 733,996
Recent Sedar Documents

Geodex completes Goldway acquisition, financing

2017-08-10 13:28 ET - News Release

Mr. Gorden Glenn reports

GEODEX ANNOUNCES CLOSING OF GOLDWAY SRL ACQUISITION AND PROVIDES UPDATE ON MANAGEMENT AND BOARD CHANGES

Geodex Minerals Ltd. has completed the acquisition of all of the outstanding shares of Goldway SRL in exchange for: (i) the issuance by the company to Goldway's shareholders of a total of five million common shares; and (ii) $100,000 (U.S.), payable in cash, pursuant to a share exchange agreement, as detailed in the company's news release of Aug. 8, 2017. As a result of the acquisition, Goldway has become a wholly owned subsidiary of the company and will continue to be active in the gold and metals trading business in Bolivia. Reference is made to the press releases of the company issued on July 22, 2015, Jan. 22, 2016, Jan. 6, 2017, May 10, 2017, and Aug. 8, 2017, filed on the company's SEDAR profile, for additional information in respect of the acquisition.

Private placement

Concurrent with the closing of the acquisition, the company has completed its previously announced non-brokered private placement through the issuance of 2,042 units at a price of $900 per unit for aggregate gross proceeds of $1,837,800. Each unit comprises: (i) one promissory note in the principal amount of $1,000; (ii) 1,500 common shares; and (iii) 1,500 common share purchase warrants. Full details of the concurrent offering can be found in the company's press release of Aug. 8, 2017.

Debt settlement

Concurrent with the closing of the acquisition, as detailed in the company's press release of Aug. 8, 2017, the company has also issued an aggregate of 3,860,593 common shares in settlement of an aggregate of $386,059.30 of outstanding indebtedness at a price of 10 cents per common share with arm's-length and non-arm's-length parties. Of this amount, $2,616,411 of the indebtedness relating to the provision of management and director consulting services and fees for an aggregate of 2,616,411 common shares was issued to Gorden Glenn, through a company owned and controlled by him, and Chris Irwin, directors and officers of the company.

Management and board changes

The company is pleased to announce the following management and board changes. Mr. Glenn, currently interim president and chief executive officer, will assume the role president and chief executive officer. Mr. Glenn has overseen the restructuring of Geodex Minerals, including the acquisition of Goldway, with a vision to create a next-generation metals mining company that is self-financing, generating cash flow from gold and metals trading operations for investment in mining and exploration projects. The company would like to welcome Ali Zamani to the board. Mr. Zamani holds a BS in economics from the Wharton School at the University of Pennsylvania, where he graduated magna cum laude. Mr. Zamani currently serves as the chairman of Mexican Gold Corp. and brings extensive experience in business, finance and governance of private and publicly traded companies.

The company also announces that it has granted an aggregate of 2.42 million options to purchase common shares of the company exercisable at a price of 11 cents per common share for periods ranging from two to five years to certain directors, officers, employees and consultants, pursuant to the company's stock option plan. The common shares issuable upon exercise of the options are subject to a four-month hold period from the original date of grant.

Early warning disclosure

As a result of the acquisition, Jose Gonzalo Calderon acquired 2.65 million common shares, representing approximately 18.02 per cent of the issued and outstanding common shares of the company, on a non-diluted basis. Prior to the acquisition, Mr. Calderon did not own any securities of the company. The common shares were acquired by Mr. Calderon for investment purposes. Mr. Calderon has a long-term view of the investment and may acquire additional securities of the company either on the open market or through private acquisitions or sell securities of the company either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

As a result of the concurrent offering and concurrent debt settlement, Mr. Glenn, through a company owned and controlled by him, acquired an aggregate of 2,463,911 common shares of the company, representing approximately 16.76 per cent of the company's issued and outstanding common shares, on a non-diluted basis. Prior to the concurrent offering and concurrent debt settlement, Mr. Glenn held 12,000 options exercisable to purchase 12,000 common shares of the company. If Mr. Glenn were to exercise all of his convertible securities he would own, directly and indirectly, 3,043,411 common shares, representing approximately 19.9 per cent of the company's then outstanding common shares, on a partially diluted basis. The common shares were acquired by Mr. Glenn for investment purposes. Mr. Glenn has a long-term view of the investment and may acquire additional securities of the company either on the open market or through private acquisitions or sell securities of the company either on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors.

This portion of the press release is issued pursuant to National Instrument 62-103, the early warning system and related takeover bid and insider reporting issues, of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of the early warning reports filed by each of Mr. Calderon and Mr. Glenn will appear on the company's profile on SEDAR.

We seek Safe Harbor.

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