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IDEX Metals Corp. — Capital/Financing Update 2025
Apr 10, 2025
48370_rns_2025-04-10_39ca2c7f-30e4-4d11-a325-6abd0b88d242.pdf
Capital/Financing Update
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IDEX METALS
IDEX Metals Closes Brokered Private Placement of Subscription Receipts
Not for distribution to U.S. news wire services or for dissemination in the United States
Vancouver, B.C. April 10, 2025: Goodbridge Capital Corp. (TSX-V: GODB.P) ("Goodbridge" or the "Company"), a capital pool company listed on the TSX Venture Exchange (the "Exchange"), and IDEX Metals Corp. ("IDEX") are pleased to announce that IDEX has completed its previously announced brokered private placement (the "SR Offering") of subscription receipts ("Subscription Receipts") for gross proceeds of $4,410,000. In addition, concurrent with closing of the Transaction (as defined below), the Company will complete a brokered private placement of units of the Company on the same terms as the SR Offering (the "Unit Offering," and together with the SR Offering, the "Offerings"), for which the Company has received orders of $600,000, resulting in anticipated aggregate gross proceeds from the Offerings of $5,010,000.
The Offerings are being carried out in connection with the proposed reverse take-over transaction between the Company and IDEX (the "Transaction"), further details of which can be found in the Company's news releases dated May 28, 2024, December 3, 2024 and February 10, 2025. Pursuant to the Transaction, the Company will acquire 100% of the Class A common shares in the capital of IDEX (the "IDEX Shares") through the amalgamation of IDEX with a wholly-owned subsidiary of the Company. The Transaction is anticipated to constitute the "Qualifying Transaction" of the Company under Exchange policies. Under the terms of the Transaction, the common shares in the capital of Goodbridge will also be consolidated on the basis of one (1) post-consolidation common share of Goodbridge for every three (3) pre-consolidation common share of Goodbridge (the "Consolidation").
Pursuant to the SR Offering, IDEX issued 8,820,000 Subscription Receipts at a price of $0.50 per Subscription Receipt. Each Subscription Receipt issued in the Offering will, prior to the effective time of the Transaction, automatically convert into one unit of IDEX (each, an "IDEX Unit") comprised of one IDEX Share and one-half of an IDEX Share purchase warrant (each whole warrant, an "IDEX Warrant") for no additional consideration upon the satisfaction of certain escrow release conditions. The IDEX Units issued upon conversion of the Subscription Receipts will be exchanged for units of Goodbridge (the "Goodbridge Units"), each comprised of one post-Consolidation common share of Goodbridge (a "Goodbridge Share") and one-half of a Goodbridge Share purchase warrant (each whole warrant, a "Goodbridge Warrant") pursuant to the Transaction. Each Goodbridge Warrant will be exercisable at a price of $0.70 per Goodbridge Share for a period of 24 months from the closing of the Transaction.
The Unit Offering is expected to be completed concurrently with the completion of the Transaction. Pursuant to the Unit Offering, the Company will issue up to 1,200,000 Goodbridge Units at a price of $0.50 per Goodbridge Unit, which will be on the same terms as the Goodbridge Units to be issued in connection with the SR Offering. All securities issued in connection with the Unit Offering will be subject to a statutory hold period of four months plus one day from the date of issuance, in accordance with applicable Canadian securities laws.
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"The successful completion of this financing demonstrates strong investor support for our vision and validates the potential of our project portfolio in Idaho," said Clayton Fisher, CEO of IDEX. "Idaho is fast emerging as one of the most exciting new exploration regions in North America, and IDEX is well-positioned to be a key player in the state. The IDEX team would like to thank our existing shareholders and new investors who are joining us at this pivotal stage in the Company's growth."
Canaccord Genuity Corp. is acting as sole bookrunner and co-lead agent with Red Cloud Securities Inc. for the Offerings, on behalf of a syndicate of agents including Research Capital Corporation (collectively, the "Agents").
The proceeds of the SR Offering, less certain fees and expenses of the Agents, are being held in escrow pending the satisfaction of the escrow release conditions (which include the satisfaction of all conditions precedent to the Transaction and receipt of all corporate, regulatory and shareholder approvals). In the event that the escrow release conditions are not satisfied prior to 5:00 p.m. (Toronto time) on June 9, 2025, the subscription proceeds will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.
The Offerings are being conducted on a "best efforts" agency basis pursuant to the terms of an agency agreement dated April 10, 2025, among the Company, IDEX and the Agents. In connection with the SR Offering, IDEX will pay the Agents a cash fee of $152,950 (50% of which was paid on closing of the SR Offering and 50% of which will be paid upon satisfaction of the escrow release conditions) and 305,900 broker warrants (the "Broker Warrants"). Each Broker Warrant entitles the holder to acquire one Goodbridge Share at an exercise price of $0.50 per Goodbridge Share for a period of 24 months from the closing of the Transaction.
Proceeds from the Offerings will be used to fund exploration and development activities at the Company's mineral properties in Idaho as well as for general working capital purposes.
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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About IDEX Metals Corp.
IDEX Metals Corp. is a mineral exploration company focused on advancing a portfolio of base and precious metal projects in Idaho, USA. IDEX is primarily focused on the exploration and development of the Freeze Copper-Gold porphyry prospect located in the newly discovered Hercules Copper District, Washington County, Idaho. With a strategic land position in a top-tier mining jurisdiction and surrounded by major industry players, IDEX is committed to redefining district-scale exploration in Idaho.
For more information, please visit https://idexmetals.com/.
About Goodbridge Capital Corp.
The Company is designated as a Capital Pool Company under the policies of the Exchange. The Company has not commenced commercial operations and has no assets other than cash. The
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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 Transaction, please contact Magaly Bianchini, Chief Financial Officer at (416) 822-8525 or review the Company's public disclosure documents on www.sedarplus.ca.
ON BEHALF OF THE BOARD OF DIRECTORS OF IDEX
Clayton Fisher, CEO & Director
ON BEHALF OF THE BOARD OF DIRECTORS OF GOODBRIDGE
Anthony Viele, CEO & Director
For further information regarding IDEX contact:
Sharyn Alexander
Vice President Corporate Development
[email protected]
1.672.339.3473
Cautionary Note Regarding Forward-Looking Statements
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to TSX Venture Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this news release.
Statements contained in this news release that are not historical facts may be forward-looking statements, including statements in respect of the Transaction, the satisfaction of the escrow release conditions, the completion of the Unit Offering, and the proposed use of proceeds. These forward-looking statements involve risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In addition, the forward-looking statements require management to make assumptions and are subject to inherent risks and uncertainties. There is significant risk that the forward-looking statements will not prove to be accurate, that the management's assumptions may not be correct and that actual results may differ materially from such forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking statements.
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Generally forward-looking statements can be identified by the use of terminology such as "anticipate", "will", "expect", "may", "continue", "could", "estimate", "forecast", "plan", "potential" and similar expressions. These forward-looking statements are based on a number of assumptions which may prove to be incorrect which, without limiting the generality of the following, include: risks inherent in exploration activities; the impact of exploration competition; unexpected geological or hydrological conditions; changes in government regulations and policies, including trade laws and policies; failure to obtain necessary permits and approvals from government authorities; volatility and sensitivity to market prices; volatility and sensitivity to capital market fluctuations; the ability to raise funds through private or public equity financings; environmental and safety risks including increased regulatory burdens; weather and other natural phenomena; and other exploration, development, operating, financial market and regulatory risks. The forward-looking statements contained in this press release are made as of the date hereof or the dates specifically referenced in this press release, where applicable. Except as required by applicable securities laws and regulation, IDEX and Goodbridge disclaim any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. All forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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