Calgary, Alberta--(Newsfile Corp. - October 3, 2023) - Sayward Capital Corp. (TSXV: SAWC.P) ("Sayward" or the "Company") and Midex Resources Ltd. ("Midex") are pleased to provide the following update in connection with the previously announced Qualifying Transaction, as defined in Policy 2.4 - Capital Pool Companies ("Policy 2.4") of the TSX Venture Exchange (the "Exchange"), of Sayward (the "Proposed Transaction") as announced in the press release dated June 13, 2023.
Sayward, Midex and 2372845 Alberta Ltd. ("Sayward Subco") have entered into an amending agreement dated September 28, 2023 (the "Amending Agreement"), in respect of the business combination agreement dated June 13, 2023 (the "Definitive Agreement"), which sets forth the terms and conditions of the business combination, which will constitute the Proposed Transaction. Sayward, Midex and Sayward Subco entered into the Amending Agreement to, among other things, extend the outside date of the Proposed Transaction from September 30, 2023 to January 31, 2024.
A copy of the Definitive Agreement and Amending Agreement, have been filed on Sayward's SEDAR+ profile and are available for viewing at www.sedarplus.ca.
As set out in the policies of the Exchange and the Definitive Agreement, completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange requirements, approval by Sayward's shareholders and Midex's shareholders. Where applicable, the Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Upon completion of the Proposed Transaction, Sayward, as it exists upon completion of the Qualifying Transaction (the "Resulting Issuer"), will continue the business of Midex.
About Sayward
Sayward is incorporated under the Business Corporations Act (Alberta) and is a capital pool company within the meaning of the policies of the Exchange. Sayward has not commenced operations and has no assets other than cash. Sayward's principal business is the identification and evaluation of assets or businesses with a view to completing a "Qualifying Transaction" under Policy 2.4.
About Midex
Midex is a Canadian junior exploration company that currently holds a 100% interest in Ontario mining claims totaling over 50,000 ha in the Favourable Lake Greenstone Belt. Over 28,000 ha of this land package is adjacent to or on strike with the world class Frontier Lithium PAK Project, in potentially the largest known spodumene pegmatite belt in Ontario. Midex also holds 100% interest in another 9,000 ha of highly prospective lithium claims in the Allison Lake, Onion Lake and Case Lake areas of Ontario. Midex's large property portfolio hosts past producing gold and silver assets with numerous occurrences of other critical minerals, including copper, molybdenum, and zinc.
For more information on Midex, visit https://midexresources.com.
Further Information
Sayward Capital Corp.
Luke Caplette, Director
Email: lukecaplette@hotmail.com
Phone: 403-831-6968
Midex Resources Ltd.
David Jamieson, President and CEO
Email: djamieson@midexresources.com
Scott Young, V.P. Corporate Development
Email: syoung@midexresources.com
Forward-Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward-looking statements concerning the Proposed Transaction, the completion and timing of the application to the TSXV in respect of the Proposed Transaction, the ability of the Company, Midex and Sayward Subco to meet the conditions of the Proposed Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. The Company cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of the Company and Midex, including expectations and assumptions concerning the Company, Midex, the Resulting Issuer, the Proposed Transaction, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement and Amending Agreement, as well as other risks and uncertainties.
The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and the Company does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
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