Adex Mining Inc. (“
Adex” or the
“
Company”) (TSX‐V: ADE) announces today that it
has entered into agreements with Great Harvest Canadian Investment
Company Limited (“
Great Harvest”), Adex's largest
shareholder, to extend the maturity of the July 2016, January 2018,
March 2019, April 2020 and September 2021 loan agreements between
Adex and Great Harvest, as amended (the “
Loans”)
to January 1, 2025.
The 2016 Loan was made available to Adex
pursuant to a loan agreement with Great Harvest dated July 14,
2016, as amended on July 13, 2017, December 31, 2017, December 31,
2018 and April 27, 2020 and advances of up to US$1,000,000 were
most recently due to mature on August 31, 2023. The 2016 Loan, of
which all US$1,000,000 has been drawn, bears interest at 8% per
annum and the loan agreement entitles the Company to effect
repayment of amounts drawn under the 2016 Loan at any time prior to
maturity, without penalty. Accrued and unpaid interest on the 2016
Loan totaled US$527,689 as of August 28, 2023.
The 2018 Loan was made available to Adex
pursuant to a loan agreement with Great Harvest dated January 18,
2018, as amended on December 31, 2018 and April 27, 2020 and
advances of up to US$600,000 were most recently due to mature on
August 31, 2023. The 2018 Loan, of which all US$600,000 has been
drawn, bears interest at 8% per annum and the loan agreement
entitles the Company to effect repayment of amounts drawn under the
Loan at any time prior to maturity, without penalty. Accrued and
unpaid interest on the 2018 Loan totaled US$255,811 as of August
28, 2023.
The 2019 Loan was made available to Adex
pursuant to a loan agreement with Great Harvest dated March 4,
2019, as amended on March 5, 2020, and advances of up to US$600,000
were most recently due to mature on August 31, 2023. The 2019 Loan,
of which all US$600,000 has been drawn, bears interest at 8% per
annum and the loan agreement entitles the Company to effect
repayment of amounts drawn under the Loan at any time prior to
maturity, without penalty. Accrued and unpaid interest on the 2019
Loan totaled US$191,933 as of August 28, 2023.
The 2020 Loan was made available to Adex
pursuant to a loan agreement with Great Harvest dated April 27,
2020, as amended on April 26, 2021, and advances of up to
US$600,000 were most recently due to mature on August 31, 2023. The
2020 Loan, of which all US$600,000 has been drawn, bears interest
at 8% per annum and the loan agreement entitles the Company to
effect repayment of amounts drawn under the Loan at any time prior
to maturity, without penalty. Accrued and unpaid interest on the
2020 Loan totaled US$118,172 as of August 28, 2023.
The 2021 Loan was initially made available to
Adex pursuant to a loan agreement with Great Harvest dated
September 30, 2021, and advances of up to US$1,000,000 under the
Loan were originally due to mature on August 31, 2023. The 2021
Loan, of which US$898,000 has been drawn, bears interest at 8% per
annum and the loan agreement entitles the Company to effect
repayment of amounts drawn under the Loan at any time prior to
maturity, without penalty. Accrued and unpaid interest on the 2021
Loan totaled US$69,174 as of August 28, 2023.
Total amounts drawn under the Loans, together
with all accrued and unpaid interest thereon, totaled US$4,860,779
as of August 28, 2023. Copies of the amendments to the 2016, 2018,
2019, 2020 and 2021 Loan agreements may be found on the Company’s
SEDAR profile at www.sedar.com.
Great Harvest beneficially owns, directly or
indirectly, or exercises control or direction over, 554,468,276
common shares (“Common Shares”) of Adex,
representing approximately 81.88% 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
(“MI 61-101”). As such, the extension to the
respective maturity dates of the Loans constitutes a "related party
transaction" within the meaning of MI 61-101. The Company is
relying on an exemption from the minority approval requirement that
applies to related party transactions, which exemption is available
to the Company as: (i) the amended Loans each comprise a loan or
credit facility obtained on reasonable commercial terms that are
not less advantageous to the Company than if the loan or credit
facility were obtained from a person dealing at arm's length with
the Company; (ii) none of the amended Loans is convertible into
equity or voting securities of the Company or a subsidiary of the
Company; and (iii) none of the amended Loans is repayable as to
principal or interest in equity or voting securities of the Company
or a subsidiary of the Company.
The respective amending agreements extending the
maturity date of each of the Loans has been reviewed and approved
by a special committee (the “Special Committee”)
comprised of members of the Board who are independent of Great
Harvest and are not members of management of the Company. Each of
Yan Kim Po, Linda Lam Kwan and Pierre Wing Kin Sze, all directors
of the Company who are associated with Great Harvest, abstained
from voting with respect to the amendments to the Loans. The
Special Committee determined that it is in the best interests of
the Company to extend the maturity dates of the Loans and have
determined that it is reasonable for the extension to be effected
fewer than 21 days from the date of the announcement thereof.
ABOUT ADEX
Adex Mining Inc. is a Canadian junior mining
company with an experienced management team. The Company is focused
on developing its flagship Mount Pleasant Mine Property, a
multi-metal project that is host to promising tungsten-molybdenum
and tin-indium-zinc mineralization. Located in Charlotte County,
New Brunswick, the Mount Pleasant Mine Property is 80 kilometers
south of Fredericton, the provincial capital, and 65 kilometers
from the United States border. The common shares of Adex trade on
the TSX Venture Exchange under the stock symbol “ADE”.
FOR FURTHER INFORMATION, PLEASE
CONTACT:
Linda Lam KwanChief Executive OfficerAdex Mining
Inc.1-647-243-8452Email: investorrelations@adexmining.comWebsite:
www.adexmining.com
No securities commission or regulatory authority
has approved or disapproved the contents of this press release.
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.
FORWARD‐LOOKING STATEMENTS
Certain statements in this press release may
constitute “forward‐looking” statements which involve known and
unknown risks, uncertainties and other factors which may cause
actual results, performance or achievements of Adex, its subsidiary
or the industry in which they operate to be materially different
from any future results, performance or achievements expressed or
implied by such forward‐looking statements. When used in this press
release, the words “estimate”, “believe”, “anticipate”, “intend”,
“expect”, “plan”, “may”, “should”, “will”, the negative thereof or
other variations thereon or comparable terminology are intended to
identify forward‐looking statements. Such statements reflect the
current expectations of the management of Adex with respect to
future events based on currently available information and are
subject to risks and uncertainties that could cause actual results,
performance or achievements to differ materially from those
expressed or implied by those forward‐looking statements. These
risks and uncertainties are detailed from time to time, including,
without limitation, under the heading “Risk Factors”, in reports
filed by Adex with the Alberta, British Columbia, Ontario, New
Brunswick and Nova Scotia Securities Commissions which are
available at www.sedar.com and to which readers of this press
release are referred for additional information concerning Adex,
its prospects and the risks and uncertainties relating to Adex and
its prospects. New risk factors may arise from time to time and it
is not possible for management to predict all of those risk factors
or the extent to which any factor or combination of factors may
cause actual results, performance and achievements of Adex to be
materially different from those contained in forward‐looking
statements. Although the forward‐looking statements contained in
this press release are based upon what management believes to be
reasonable assumptions, Adex cannot assure investors that actual
results will be consistent with these forward‐looking statements.
Given these risks and uncertainties, investors should not place
undue reliance on forward‐looking statements as a prediction of
actual results. The forward‐looking information contained in this
press release is current only as of the date of the press release.
Adex does not undertake or assume any obligation to release
publicly any revisions to these forward‐looking statements to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events, except as required by
law.
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