TORONTO, ON / ACCESSWIRE / January 6, 2017 / Geodex Minerals Ltd. (GXM.V) (the Company or Geodex) is pleased to provide the following update on its previously announced initiative to become a Next Generation Metals and Mining Company. Each aspect of the Companys restructuring, financing and acquisition and growth strategy is discussed below.
Restructuring – Debt Settlement and Share Consolidation
At the Companys special meeting of shareholders held on January 29, 2016, the shareholders approved: a) the consolidation of the common shares of the Company on the basis of one (1) post-consolidation common share for every ten (10) pre-consolidation common shares (the Consolidation); b) $386,059.30 in debt settlements to arms length and non-arms length parties through the issuance of 3,860,593 post-consolidation common shares of the Company at a deemed price of $0.10 per post-consolidation common share (the Debt Settlement); and c) the conversion of special warrants (converted into 670,000 common shares) issued in connection with a private placement in July 2015. The Consolidation and conversion of special warrants received final approval from the TSX Venture Exchange on February 9, 2016 resulting in 2,779,827 common shares issued and outstanding. Completion of the Debt Settlement will result in the issuance of an additional 3,860,593 common shares (or 6,640,420 pro forma shares) issued and outstanding prior to completion of the proposed non-brokered unit financing (the Offering) and Goldway SRL acquisition. The Debt Settlement is expected to close concurrently with the first tranche of the proposed Offering, subject to final approval of the TSX Venture Exchange.
Financing – Non-brokered Private Placement of Units
The previously announced private placement offering of up to an aggregate of up to 2,000 Units (the Units) of the Company for gross proceeds of $1,800,000 (the Offering) has been revised. Each Unit is now comprised of: (i) a note in the principal amount of C$1,000, bearing a coupon of 10.0%, payable semi-annually (the Note); (ii) 1,500 common shares (the Unit Shares); and (iii) 1,500 common share purchase warrants (the Warrants), with each Warrant exercisable into one common share of the Company (a Warrant Share) at an exercise price of $0.10 per Warrant Share, provided that the Warrant is exercised on or before the date that is 5 years from the date of closing.
The Notes will have a 5-year term and are being sold at a 10% discount to their par value for a deemed offering price of $900.00 per Unit for gross proceeds of $1,800,000.
The Offering may close in multiple tranches with proceeds of the Units sold under the Offering to be used for metal trading activities, project development capital for the Companys operations in Bolivia and for general working capital purposes.
Goldway SRL Acquisition
Key to the Companys growth strategy is the acquisition of Goldway SRL. (Goldway), a privately owned gold and metals trading company with operations in Bolivia. The original Letter of Intent (LOI) entered into on July 22, 2015 has been amended pursuant to a share exchange agreement dated August 12, 2016, and it is intended that the shareholders of Goldway will receive: (i) $100,000 on closing of the acquisition; (ii) 5,000,000 of common shares in the capital of the Company (Geodex Shares), to be issued in tranches of one-third (1/3) on each of the closing of the acquisition, and the dates that are six (6) months and twelve (12) months following completion of the acquisition; and (iii) future cash payments equal to 10% of the operating earnings (EBITDA) for the first year following the acquisition, 9.5% of EBITDA for the second year, and 9.0% of EBITDA for the third year. In the event that Goldway has minimum EBITDA of $1,000,000 for the 12 month period following completion of the acquisition the sellers may elect to receive a one-time payment of $500,000 in lieu of the annual payments.
The transaction will be completed by way of cash and equity payments as described above, a considerable portion of which will be deferred and aligned to the profitability of Goldway. No finders fee will be paid by Goldway pursuant to this transaction, and the transaction does not involve any non-arms length parties.