Goodbridge signs qualifying transaction LOI with Idex

Company news release
28 May 2024, 12:56 p.m. EDT

Mr. Anthony Viele reports

GOODBRIDGE CAPITAL CORP. ANNOUNCES LETTER OF INTENT FOR QUALIFYING TRANSACTION WITH IDEX METALS CORP.

Goodbridge Capital Corp. entered into a letter of intent on May 27, 2024, with Idex Metals Corp. (together with the company, the parties or a party) in respect of a proposed business combination. It is anticipated that the proposed transaction will constitute the qualifying transaction of Goodbridge in accordance with Policy 2.4 -- Capital Pool Companies of the TSX Venture Exchange.

About Idex

Idex is a private company existing under the laws of British Columbia and is based in Vancouver, B.C. Idex is a mineral exploration company that was founded in May, 2021. Since its formation, Idex has been focused on identifying, acquiring and exploring high-value potential assets in Idaho. Through staking, Idex has acquired a number of mineral claims in Idaho, controlling over 17,000 acres across 15 properties. Idex has optioned three of its projects to other companies that are exploring for multiple commodities. Idex's principal properties are the mineral exploration projects known as the Freeze project and the Amie project.

Freeze project

The Freeze project, located in Washington county, Idaho, is within five kilometres of Hercules Silver's Leviathan porphyry copper discovery. The land package is composed of 153 lode claims, totalling an area of 12 square km. The project is 100 per cent owned and is located entirely on United States Forest Service (USFS) land. Work to date has identified a large copper-in-soil anomaly that has a two km strike length and occurs over a quartz-eye porphyritic granodiorite intrusion. The property contains evidence of historical mining and exploration, including workings such as historic pits, trenches and dumps. No known drilling or geophysical surveys have been conducted on the property to date. Future work will consist of additional geochemical sampling, geological mapping and an induced polarization (IP) survey over prospective geological targets.

Amie project

The Amie project is located 15 km south of the community of Oreana, Owyhee county, Idaho. The land package is composed of 53 lode claims, totalling an area of five square km. The project is 100 per cent owned and is located entirely on Bureau of Land Management (BLM) land. The project is prospective for high-grade epithermal gold-silver mineralization and is located approximately 36 kilometres from Integra Resources' DeLamar project and the historic DeLamar mine. Historical workings have been located on the property by Idex geologists, including 11 adits, four shafts and 46 test pits. Work to date has focused on ground-truthing the geology and mineralization of historical workings and mineral showings.

Idex has 41,268,946 Class A shares outstanding on a fully diluted basis, consisting of 34,892,113 Idex shares, 3,276,833 stock options to acquire up to 3,276,833 Idex shares and 3.1 million restricted share units to acquire up to 3.1 million Idex shares.

Summary of the proposed transaction

The letter of intent contemplates that the parties will negotiate and enter into a definitive agreement in respect of the proposed transaction on or before June 30, 2024, pursuant to which it is anticipated that Goodbridge will acquire all of the issued and outstanding Idex shares, and the shareholders of Idex will receive common shares in the capital of Goodbridge in exchange for their Idex shares. The proposed transaction will be structured as a three-cornered amalgamation or other structure based on the advice of the parties' respective advisers, and taking into account various securities, tax, operating and other considerations.

Prior to closing of the proposed transaction, Goodbridge will consolidate the Goodbridge shares on the basis of one postconsolidation Goodbridge shares for each three preconsolidation Goodbridge shares. The Goodbridge shares will be issued to the Idex shareholders on the basis of one postconsolidation Goodbridge share for every one Idex share. Convertible securities of Idex will become exercisable into Goodbridge shares in accordance with their terms. The resulting entity (the resulting issuer) will continue the business of Idex under a name to be mutually agreed to by the parties.

Certain common shares of the resulting issuer to be issued pursuant to the proposed transaction are expected to be subject to restrictions on resale or escrow under the policies of the exchange, including the securities to be issued to principals (as defined under exchange policies), which will subject to the escrow requirements of the exchange.

The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things: the negotiation and execution of the Definitive Agreement; the absence of material adverse events affecting either of the Parties; the receipt by each Party of all shareholder approvals necessary or desirable in connection with the Proposed Transaction; the Parties having taken all necessary action to cause the board of directors and officers of the Resulting Issuer to be comprised of nominees of Idex; the Parties having completed the Concurrent Financing (defined herein); the receipt of all necessary regulatory and third party consents, approvals and authorizations as may be required in respect of the Transaction, including without limitation acceptance of the Exchange, securities commissions approvals, as applicable; all such consents, acceptances and approvals to be on terms and conditions acceptable to the Parties; the receipt of all third party consents deemed necessary for the continuation of Idex's business; completion of a thorough business, legal and financial review by each Party of the other Party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining Issuer on the Exchange. Idex will operate as a wholly-owned subsidiary of the Resulting Issuer.

In connection with the Proposed Transaction, the Parties will also arrange a financing (the "Concurrent Financing") of subscription receipts of Idex, to be priced in the context of the market. A further press release will be issued disclosing additional terms of the Concurrent Financing once finalized.

Summary of Proposed Directors, Officers and Insiders of the Resulting Issuer

In conjunction with and upon closing of the Proposed Transaction, the Board of Directors and management of the Resulting Issuer is expected to include Clayton Fisher (CEO and Director), Eric Tsung (CFO and Corporate Secretary), Tamas Bakacs (independent director), Johnathan Dewdney (independent director), Simon Dyakowski (independent director), David Hladky (VP, Exploration), Colin Ross (VP, Corporate Development), and such other additional directors and officers as may be determined by Idex.

The following is a brief description of the directors and officers of the Resulting Issuer who have been identified as of the date hereof:

Clayton Fisher - CEO and Director

Clayton Fisher has over 15 years of experience in the capital markets sector. Mr. Fisher has held integral positions as CEO, director, and strategic advisor for private and public corporations, with a primary focus on advancing mining ventures. His leadership and navigation of complex market landscapes have consistently driven sustainable growth and maximized shareholder value. With a sophisticated understanding of the mining sector, Mr. Fisher now provides corporate advisory services to integrated early stage companies. Mr. Fisher holds an Economics and Finance Degree from the University of Victoria.

Eric Tsung - CFO and Corporate Secretary

Eric Tsung has over 20 years' experience in financial services and consulting. Mr. Tsung has developed extensive experience in internal and external financial reporting, operations, mergers and acquisitions (M&A), public and private financing. Mr. Tsung is now serving as Chief Financial Officer of various junior mining companies listed on the TSX Venture Exchange and Canadian Securities Exchange.

Tamas Bakacs - Director

Tamas Bakacs is the managing Director of Snow Leopard Capital Management Ltd, a commodity focused small cap corporate finance advisory firm. Mr. Bakacs has over 15 years of resource focused portfolio management experience in Budapest, Hungary, Edinburgh, UK., and Almaty, Kazakhstan. Mr. Bakacs holds an MBA, UCLA Anderson School of Management, Los Angeles; B.Sc., Accounting, St. Francis College, New York.

Johnathan Dewdney - Director

Johnathan Dewdney is the CEO of Crowsnest Advisory Services, a company which provides M&A and other strategic advice to mineral exploration companies. Mr. Dewdney is a co-founder of Idex and serves as the Chief Executive Officer of CuQuest Resources, a mineral exploration company focused on exploring the Yuma King copper-gold project in Arizona. Mr. Dewdney holds a BCom in Finance from McGill University.

Simon Dyakowski - Director

Mr. Dyakowski brings over 12 years of corporate development and capital markets experience, with an expertise in strategic planning and execution, financing, and marketing of exploration companies. He is currently the Chief Executive Officer of Aztec Minerals. Mr. Dyakowski holds an MBA from the University of British Columbia, is a CFA charter holder and holds an undergraduate finance degree from the University of Western Ontario.

David Hladky - VP, Exploration

David Hladky is a Professional Geologist with over 25 years of hands-on experience in Canada and Internationally, including in the US, Mexico, Brazil, Argentina and Peru. Recently, Mr. Hladky has been working as a consultant for projects in Nevada, Ontario and Mexico.

Colin Ross - VP, Corporate Development

Colin Ross is a geologist and corporate development professional with significant geological and capital markets experience in Canada, the USA, and South America. Mr. Ross holds a Bachelor of Science Degree from St. Francis Xavier University, and a Masters of Science in Economic Geology from Laurentian University.

Sponsorship of a Qualifying Transaction

Sponsorship of a qualifying transaction is required by the Exchange unless exempt in accordance with Exchange policies. Goodbridge intends to apply for an exemption or waiver of the sponsorship requirements pursuant to the policies of the Exchange.

Other Information relating to the Proposed Transaction

The Proposed Transaction will not constitute a "Non-Arm's Length Qualifying Transaction" (as such term is defined in the policies of the Exchange) for Goodbridge, and no non-arm's length party of Goodbridge (a) holds any direct or indirect beneficial interest in Idex, (b) is an insider of Idex, or (c) has any relationship with any "Non-Arm's Length Parties to the Qualifying Transaction" (as such term is defined in the policies of the Exchange). Accordingly, the Proposed Transaction will not require the approval of the shareholders of Goodbridge.

The Proposed Transaction is expected to require the approval of the shareholders of Idex. Idex intends to hold a shareholder meeting to seek all necessary approvals.

In accordance with the policies of the Exchange, the Goodbridge Shares are currently halted from trading and will remain so until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until completion of the Proposed Transaction.

Additional information concerning the Proposed Transaction, Goodbridge, Idex and the Resulting Issuer will be provided once determined in a subsequent comprehensive press release when the parties enter into the Definitive Agreement and in the disclosure document to be filed by Goodbridge in connection with the Proposed Transaction and which will be available in due course under Goodbridge's SEDAR+ profile at www.sedarplus.ca.

Qualified Person

The technical and scientific information contained in this news release was reviewed and approved by David Hladky, Idex's Vice President, Exploration, who is a "Qualified Person" within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects.

About Goodbridge Capital Corp.

The Company is designated as a Capital Pool Company under TSXV Policy 2.4. The Company has not commenced commercial operations and has no assets other than cash. The Company's objective is to identify and evaluate businesses or assets with a view to completing a Qualifying Transaction. Any proposed Qualifying Transaction must be approved by the Exchange and, in the case of a Non-Arm's Length Qualifying Transaction, must also receive majority approval of the minority shareholders. Until the completion of a Qualifying Transaction, Goodbridge will not carry on any business other than the identification and evaluation of businesses or assets with a view to completing a proposed Qualifying Transaction.

For further information regarding the Company and the Proposed Transaction please contact Magaly Bianchini, Chief Financial Officer at (416) 822-8525 view the Company's public disclosure documents on www.sedarplus.ca

We seek Safe Harbor.