News
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posted on
Dec 07, 2007 04:01AM
Advanced tungsten - molybdenum - copper resources.
Trading Symbol : GXM
Geodex Minerals Ltd. (TSX-V: GXM) ("Geodex") announces that it has entered into an agreement dated November 27, 2007 with Champlain Resources Inc. ("Champlain") and Champlain shareholders to acquire 53% of Champlain's fully diluted voting common shares (the "Champlain Shares"). Champlain is a private Nova Scotia company and is Geodex's 30% partner in its' prospective and developing Sisson Brook Property. Champlain shareholders were able to receive all cash, all Geodex shares or part Geodex shares and part cash in consideration for their Champlain Shares. Geodex will pay $4,164,250 in cash to acquire 4,164,250 Champlain Shares at $1.00 per share and will issue 550,000 Geodex common shares on a one for one exchange to acquire an additional 550,000 Champlain Shares. Geodex will fund the cash component of the Champlain acquisition out of working capital.
Geodex has made all required payments under its option and joint venture agreement with Champlain and has been fully vested with a direct 70% working interest in the Sisson Brook Property. On completion of the Champlain acquisition, Champlain's sole asset will be a 30% interest in Geodex's Sisson Brook Property.
Geodex is also undertaking a $5 million private placement to fund ongoing mineral exploration and to replenish its working capital. The private placement will be comprised of 4,347,826 units at $1.15 per unit. Each unit will be comprised of one common share and one half share purchase warrant. One full warrant is required to purchase one additional common share of Geodex at $1.65 for one year following closing. Geodex may force conversion of the outstanding warrants on 30 days notice to the warrant holders in the event Geodex's shares close at a trading price of $2.00 or greater for 10 consecutive trading days. Commissions will be paid on a portion of the private placement.
Closing of Geodex's acquisition of Champlain and Geodex's financing are subject to TSX-V approval.
Forward Looking Statement
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Certain information regarding the Company contained in this press release may constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements may include estimates, plans, opinions, forecasts, projections or other statements that are not statements of fact. Although the Company believes that expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company cautions that actual performance will be affected by a number of factors, many of which are beyond the Company's control, and that future events and results may vary substantially from what the Company currently foresees.
On Behalf of the Board of Directors
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GEODEX MINERALS LTD.
'Jack M. Maris'
Jack M. Maris,
President
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the accuracy or adequacy of this release.
SOURCE: GEODEX MINERALS LTD.
Christopher R. Anderson, V.P. Business Development, (604) 689-7771, Toll freeCopyright (C) 2007 CNW Group. All rights reserved.
1-888-999-3500, info@geodexminerals.com; Visit our website at www.geodexminerals.com;
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