GEODEX Announces $200,000 Best Efforts Non-Brokered Private Placement
Toronto, Ontario--(Newsfile Corp. - June 22, 2015) - Geodex Minerals Ltd. (TSXV: GXM) (the "Company" or "Geodex") announces that it intends to complete a best efforts non-brokered private placement of special warrants (the "Special Warrants") at a price of $0.015 per Special Warrant (the "Purchase Price") for gross proceeds of up to $200,000 (the "Offering"). Each Special Warrant is exchangeable, for no additional consideration, into one unit of the Company (each a "Unit"). Each Unit is comprised of one common share of the Company (each a "Warrant Share") and one-half of one common share purchase warrant of the Company (each whole warrant a "Warrant"). Each Warrant entitles the holder thereof to purchase one common share of the Company (each a "Warrant Share") for a period of 24 months after the Closing Date (as hereinafter defined) at a price of $0.02 per Warrant Share.
Each Special Warrant shall be automatically exchanged for one Unit (comprised of one Warrant Share and one-half of one Warrant) upon satisfaction of the following conditions (collectively the "Exercise Conditions"):
| a. | the completion of a consolidation of the outstanding common shares of the Company on a minimum 10 (old) common shares for 1 (new) common shares (the "Consolidation"); | |
| b. | receipt of approval of the TSX-V for the Offering and the Consolidation; and | |
| c. | receipt of all regulatory approvals required for the Offering and the Consolidation. | |
The Company shall use reasonable efforts to satisfy the Exercise Conditions. In the event that the Exercise Conditions are not satisfied on the date that is six months after the Closing Date, the Special Warrants shall be redeemed at the Purchase Price with interest at a rate of 10% per annum. In the event that the Exercise Conditions are satisfied on or before the date that is six months after the Closing Date, the Special Warrants shall be deemed to be exchanged, for no further consideration, at 5:00 p.m. (Toronto time) on the date that the Exercise Conditions are satisfied.
It is expected that the closing of the Offering will occur on July 3, 2015 (the "Closing Date").
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
We also announce the resignation of Mr. Christopher Ecclestone as a director of the Company.
About Geodex
Geodex is focused on strategic metals particularly, Antimony and Tin, and is actively pursuing new business opportunities in metals trading with the establishment of a Specialty Metals Trading House or SMTH. The Company is reviewing metals trading opportunities globally and hopes to leverage future metals trading activities into direct project investments by aggregating past-producing and producing mines in these metals.
ON BEHALF OF THE BOARD OF DIRECTORS
Geodex Minerals Ltd.
Gorden Glenn
Interim President & Chief Executive Officer
For further information, please contact Investor Relations at 647-985-2785 or info@geodexminerals.com
Visit our website at www.geodexminerals.com
Forward Looking Statement
Certain information regarding the Company contained in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, opinions, forecasts, projections or other statements that are not statements of fact. Although the Company believes that expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company cautions that actual performance will be affected by a number of factors, many of which are beyond the Company's control, and that future events and results may vary substantially from what the Company currently foresees.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.