The TSX Venture Exchange has accepted for filing a share exchange agreement dated Aug. 12, 2016, between Geodex Minerals Ltd. and Goldway S.R.L. The company has acquired all of the issued and outstanding shares of Goldway, a private company engaged in the trading of gold and metals with operations in Bolivia. Goldway will continue as a wholly owned subsidiary of the company.

In order to acquire Goldway, the company:

• Has paid $100,000 (U.S.) to Goldway shareholders;
• Issued an aggregate of five million common shares in the company to shareholders of Goldway;
• Created an operative fund for $1-million (U.S.) and the company may advance such funds to Goldway in multiple tranches to finance Goldway's business.

In addition, there is deferred cash consideration payable to the Goldway shareholders and equal to 10 per cent of the operating earnings (EBITDA (earnings before interest, taxes, depreciation and amortization)) for the first year following closing, 9.5 per cent of EBITDA for the second year and 9.0 per cent of EBITDA for the third year. In the event Goldway has minimum operating earnings of $1-million (U.S.) for the 12-month period following closing of the acquisition, Goldway may elect to receive a one-time payment of $500,000 (U.S.) in lieu of annual payments.

The transaction is arm's length.

For further information, please see the company's news releases dated July 22, 2015, Jan. 22, 2016, Jan. 6, 2017, May 10, 2017, and Aug. 10, 2017.