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File: Press release MGX Minerals October 8, 2019.DOCX
JARED LAZERSON NOT AUTHORIZED TO BIND MGX MINERALS INC.
VANCOUVER, BRITISH COLUMBIA / October 8, 2019 / MGX Minerals Inc. ("MGX" or the "Company") (CSE: XMG / FKT: 1MG / OTC:
---> MGXMF)
On October 7, 2019, directors Lyndon Patrick and Michael Reimann disseminated a press release ("Press Release") announ
--->cing the termination of Jared Lazerson as CEO and President. The termination occurred at a duly called directors' meet
--->ing at which all directors were in attendance, and the notice of meeting included the termination of Mr. Lazerson as C
--->EO and President as its first agenda item. This was the second meeting duly called by a director for this purpose, in
--->the first board meeting Mr. Lazerson refused to permit the matter to be discussed. Mr. Patrick and Mr. Reimann called
--->the October 7 meeting after taking legal advice that the chair of the meeting could not unilaterally prevent directors
---> from discussing a matter the board meeting had been specifically called to discuss.
After the dissemination of the Press Release, Mr. Lazerson put out a press release (the "Lazerson Press Release") purp
--->ortedly for MGX and stated that the motion to remove Mr. Lazerson was "ruled out of order by the meeting chair due to
--->procedural irregularities". Lazerson tried to rule the motion out of order, but it was duly moved, seconded and voted
--->upon. The 3 directors who had the right to vote on the motion did so, and it passed.
The Lazerson Press Release then went on to say that the motion was defeated 3-2 on the vote of 4 directors (5 vote for
---> 4 directors). Mr. Lazerson took the position that contrary to the BC Business Corporations Act requirement that a dir
--->ector who has an interest in a contract or transaction may not vote on it, Mr. Lazerson awarded to himself two votes o
--->n this matter. In addition to the corporate law prohibition against self-dealing, the Company's Articles require a dir
--->ector who has an interest in a contract or transaction to abstain on a motion about it. The Articles also did not dete
--->r Mr. Lazerson from his position to award himself 2 votes to be able to vote in favour of his own material personal in
--->terests. In compliance with corporate law, the Company's Articles and common sense, Mr. Patrick and Mr. Reimann did no
--->t recognize the 2 votes that Mr. Lazerson improperly awarded himself, and the resolution to terminate Mr. Lazerson for
---> cause effective immediately was passed 2 to 1.
With this press release, notice is hereby given to any party with whom Mr. Lazerson may contract on behalf of MGX Mine
--->rals Inc. that the Company will not be bound by any act or contract which Mr. Lazerson makes. Jared Lazerson is no lon
--->ger the CEO and President.
About MGX Minerals
MGX Minerals is a diversified Canadian resource company with interests in petrolithium, magnesium and silicon assets t
--->hroughout North America. Learn more at www.mgxminerals.com.
Contact Information
Michael Reimann Director and CFO
E-mail: 5276balaclava@gmail.com
Web: www.mgxminerals.com
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies
---> of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements
This press release contains forward-looking information or forward-looking statements including the completion of the
--->rights offering (collectively "forward-looking information") within the meaning of applicable securities laws. Forward
--->-looking information is typically identified by words such as: "believe", "expect", "anticipate", "intend", "estimate"
--->, "potentially" and similar expressions, or are those, which, by their nature, refer to future events. The Company cau
--->tions investors that any forward-looking information provided by the Company is not a guarantee of future results or p
--->erformance, and that actual results may differ materially from those in forward-looking information as a result of var
--->ious factors. The reader is referred to the Company's public filings for a more complete discussion of such risk facto
--->rs and their potential effects which may be accessed through the Company's profile on SEDAR at www.sedar.com.
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