TORONTO, ONTARIO -- June 22, 2015 Geodex Minerals Ltd. (TSX-V: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"):
- 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");
- receipt of approval of the TSX-V for the Offering and the Consolidation; and
- 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.