Adex Mining Announces New Loan Agreement, Amendments to Existing Loan Arrangements With Great Harvest
TORONTO, May 04, 2020 - 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 “New Loan”) in the principal amount of up to US$600,000. The New Loan bears interest at 8% per annum and the New Loan agreement entitles the Company to effect repayment of amounts drawn under the New Loan at any time prior to maturity, without penalty. The New Loan matures on March 31, 2022. Separately, Adex announces today that it has entered into agreements with Great Harvest to extend the maturity of the July 2016, January 2018 and March 2019 loan agreements between Adex and Great Harvest, as amended (the "Existing Loans") to March 31, 2022.
The 2016 Loan was initially 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 and December 31, 2018 and advances of up to US$1,000,000 were most recently due to mature on December 31, 2020. 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$251,022 as of March 31, 2020.
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 advances of up to US$600,000 were most recently due to mature on December 31, 2020. 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 totaled US$89,811 as of March 31, 2020.
The 2019 Loan was initially made available to Adex pursuant to a loan agreement with Great Harvest dated March 4, 2019, and advances of up to US$600,000 under the Loan were originally due to mature on March 5, 2020. 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 totaled US$26,200 as of March 31, 2020.
Total amounts drawn under the 2016, 2019 and 2019 loans, together with all accrued and unpaid interest thereon, totalled US$2,467,033 as of March 31, 2020. Copies of the amendments to the 2016, 2018 and 2019 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 New Loan as well as the extensions to the respective maturity dates of the Existing Loans each constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying on an exemption in each case from the minority approval requirement that applies to related party transactions, which exemption is available to the Company as: (i) the New Loan and amended Existing 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 New Loan or amended Existing Loans is convertible into equity or voting securities of the Company or a subsidiary of the Company; and (iii) none of the New Loan or the amended Existing Loans is repayable as to principal or interest in equity or voting securities of the Company or a subsidiary of the Company.
The New Loan agreement and respective amending agreements extending the maturity date of each of the Existing 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 Henry Wong, all directors of the Company who are associated with Great Harvest, abstained from voting with respect to the New Loan and amendments to the Existing Loans. The Special Committee determined that it is in the best interests of the Company to enter into the New Loan and extend the maturity dates of the Existing 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.
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 multimetal 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 kilometres south of Fredericton, the provincial capital, and 65 kilometres 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 Kwan
Chief Executive Officer Adex Mining Inc.
No securities commission or regulatory authority has approved or disapproved the contents of this press release.
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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.