Adex Mining Announces New Loan Agreement With Great Harvest
05 March 2024 - 11:30PM
Adex Mining Inc. (“
Adex” or the
“
Company”) (TSX‐V: ADE) announces today that it
has entered into a new loan agreement with Great Harvest Canadian
Investment Company Limited (“
Great Harvest”),
Adex's largest shareholder, pursuant to which the Company has
obtained, and Great Harvest has agreed to provide, a new unsecured
loan (the “
Loan”) in the principal amount of up to
US$1,000,000. The Loan 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. The
New Loan matures on January 1, 2025.
A copy of the Loan agreement may be found on the
Company’s SEDAR+ profile at www.sedarplus.ca.
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 Loan 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 Loan comprises a
loan or credit facility obtained on reasonable commercial terms
that is 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) the Loan is not convertible into equity or
voting securities of the Company or a subsidiary of the Company;
and (iii) the Loan is not repayable as to principal or interest in
equity or voting securities of the Company or a subsidiary of the
Company.
The Loan agreement 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 Loan. The
Special Committee determined that it is in the best interests of
the Company to enter into the Loan agreement.
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.sedarplus.ca 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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