Platinex Inc. Announces Acquisition of Ontario Gold Assets, Shining Tree Joint Venture with Fancamp and $2.5M Equity Financing - Seite 2

Goldco Operations and Shareholders' Agreement

• Platinex and Fancamp will enter into a shareholders' agreement with respect to their ownership interests in Goldco (the "Shareholders' Agreement")
• The board of Goldco will consist of three directors in respect of which Platinex will have the right to appoint two directors and Fancamp the right to appoint one director
• Platinex will be the initial operator (the "Operator") in respect of the mining activities to be conducted by Goldco
• A management/technical committee (the "Technical Committee") of Goldco will be created in respect of which Platinex will have the right to appoint two members and Fancamp the right to appoint one member
• Goldco will engage in an initial exploration program of C$1.1million (the "Initial Exploration Program") to be funded by the Platinex Financings (as described below) and an additional sum of $130,000 to be advanced to Goldco by Fancamp. Platinex shall contribute a minimum of $940,000 to Goldco in respect of Goldco’s operation.
• Within 60 days from the completion of the Initial Exploration Program, Platinex as Operator shall prepare an exploration program (the "Phase II Exploration Program") to be approved by all of the members of the Technical Committee and the board of Goldco
• Fancamp will have the right and option (the "Option") to increase its ownership interest in Goldco to own up to 50%, which may be exercised over a two-year period commencing on the date of approval of a Phase II Exploration Program by making staged cash payments to Goldco in the aggregate amount of C$1,500,000 to be used for exploration activities of Goldco
• If Fancamp exercises the Option in full and acquires 50% of the issued and outstanding shares in Goldco, Fancamp will assume the role of Operator of Goldco

In addition, on the Closing Date, Fancamp shall have the right to nominate one director to the board of directors of Platinex, which right shall remain subject to Fancamp holding not less than 7.5% of the issued and outstanding shares of Platinex, calculated on a non-diluted basis.

Platinex Financings

Platinex will conduct a non-brokered private placement raising up to $1,500,000 of units ("Units") at a price of $0.04 per Unit (the "Non FT Offering") of which Fancamp will subscribe Units, representing approximately 9.5% of the issued and outstanding shares of Platinex. Platinex will also conduct a non-brokered private placement of flow-through units for an additional $1,000,000 (the "FT Offering") at a price of $0.045 per FT Unit (the "FT Units").