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or Name
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CA



Adex Mining Inc
Symbol ADE
Shares Issued 177,211,441
Close 2014-09-18 C$ 0.02
Market Cap C$ 3,544,229
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Adex Mining arranges $5-million rights offering

2014-09-19 17:52 ET - News Release

Mr. Yan Kim Po reports

ADEX MINING ANNOUNCES RIGHTS OFFERING OF $5,000,000 TO BE BACKSTOPPED BY MAJOR SHAREHOLDER

Adex Mining Inc. has filed a preliminary long-form prospectus with the securities regulatory authorities in each of the provinces of British Columbia, Alberta, Ontario, Nova Scotia and New Brunswick in connection with a proposed $5-million million rights offering.

Each holder of record of common shares of Adex, as of a record date to be announced, will receive rights based upon the number of common shares held. Each whole right will entitle the holder thereof to subscribe for additional common shares. The subscription ratio, record date and expiry date of the rights offering will be determined at the time of the filing of the final long-form prospectus. To subscribe for common shares under the rights offering, a completed right certificate, together with payment in full of the subscription price for each common share subscribed for, must be received by the subscription agent for the rights offering prior to the expiry date. The rights offering will be made to holders of common shares in each of the qualifying jurisdictions.

The proceeds of the rights offering will be used, among other things, for the repayment of funds advanced to Adex by Great Harvest Canadian Investment Co. Ltd. under loans, for the preparation of a prefeasibility report on the economic evaluation of the resources in the North zone and the Fire Tower zone on the Mount Pleasant mine property of the company in New Brunswick, and for working capital purposes. The loans were provided to the company pursuant to loan agreements between the company and Great Harvest previously entered into and publicly announced in January, 2014, and August, 2014.

In connection with the rights offering, Great Harvest has indicated that it will exercise all of its pro rata allocation of rights. In addition, Great Harvest will be entering into a standby commitment agreement with Adex whereby Great Harvest will agree to exercise any rights that are not exercised by any other holders of common shares. Great Harvest will not collect a fee under the standby agreement.

The completion of the rights offering is conditional upon receipt of all applicable regulatory approvals, including from the TSX Venture Exchange.

Further details regarding the rights offering and the procedures to be followed by holders of common shares are contained in the preliminary long-form prospectus available on Adex's profile on SEDAR. The preliminary long-form prospectus is still subject to completion or amendment. There will not be any offer of rights or any sale or acceptance of an offer to buy any common shares until a receipt for the final long-form prospectus has been obtained from the applicable securities regulatory authorities in each of the qualifying jurisdictions.

Great Harvest beneficially owns, directly or indirectly, or exercises control or direction over, 80 million common shares, representing approximately 45.14 per cent of the issued and outstanding common shares. Great Harvest is controlled by Yan Kim Po and Linda Lam Kwan, both directors of the company, and is a related party of the company within the meaning of Multilateral Instrument 61-101, protection of minority security holders in special transactions (which has been adopted as a policy of the TSX Venture Exchange). As such, each of the rights offering and the standby agreement constitutes a related party transaction within the meaning of MI 61-101. The company will be relying on an exemption from the minority approval requirement in MI 61-101 that applies to related party transactions, which exemption is available to the company as: (i) under the rights offering, the general body of holders of common shares in Canada will be treated identically on a per-common-share basis; and (ii) the standby agreement complies with National Instrument 45-101 rights offerings. The standby agreement has been reviewed and approved by a special committee comprising members of the board who are independent of Great Harvest and are not members of management of the company. Each of Mr. Yan, Ms. Lam and Joseph Lau Ying Kit, a director of the company who is associated with Great Harvest, abstained from voting with respect to the standby agreement.

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