2015 News Releases

TORONTO, ONTARIO -- July 17, 2015 Geodex Minerals Ltd. (TSX-V:GXM) (the "Company" or "Geodex") is pleased to announce that it has completed its previously announced non-brokered private placement of special warrants (the "Special Warrants") for gross proceeds of $95,250.00 (the "Purchase Price") through the issuance of Special Warrants (the "Offering"). The Special Warrants are exchangeable, for no additional consideration, into an aggregate of 635,000 units of the Company (each a "Unit") at an effective price of $0.15 per Unit. Each Unit is comprised of one common share of the Company (each, a "Common Share") and one-half of one common share purchase warrant of the Company (each whole warrant, a "Warrant"). Each whole 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 $0.20 per Warrant Share.

In connection with the Offering, the Company also issued Special Warrants exchangeable into Units of the Company, for no additional consideration, to certain parties for introducing purchasers to the Company representing approximately 5% commission of the aggregate number of Special Warrants sold.

Upon satisfaction of the following conditions (collectively the "Exercise Conditions"), each Special Warrant shall be automatically exchanged for an aggregate of 635,000 Units:

  1. the completion of a consolidation of the outstanding Common Shares on a minimum 10 (old) Common Shares for 1 (new) Common Share (the "Consolidation");
  2. receipt of approval of the TSX-V for the Offering and the Consolidation; and
  3. receipt of all regulatory approvals required for the Offering and the Consolidation.

In the event that the Exercise Conditions are not satisfied on the date that is six months after July 17, 2015 (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 Units, for no further consideration, at 5:00 p.m. (Toronto time) on the date that the Exercise Conditions are satisfied.

Proceeds from the Offering will be used for general working capital purposes.

The Special Warrants issued in connection with the Offering will have a four month and one day hold period pursuant to applicable securities laws.


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