Adex Mining Announces Amendments to Existing Loan Arrangements With Great Harvest - Seite 2

The 2021 Loan was initially made available to Adex pursuant to a loan agreement with Great Harvest dated September 30, 2021, and advances of up to US$1,000,000 under the Loan were originally due to mature on August 31, 2023. The 2021 Loan, of which US$898,000 has been drawn, bears interest at 8% per annum and the loan agreement entitles the Company to effect repayment of amounts drawn under the Loan at any time prior to maturity, without penalty. Accrued and unpaid interest on the 2021 Loan totaled US$69,174 as of August 28, 2023.

Total amounts drawn under the Loans, together with all accrued and unpaid interest thereon, totaled US$4,860,779 as of August 28, 2023. Copies of the amendments to the 2016, 2018, 2019, 2020 and 2021 Loan agreements may be found on the Company’s SEDAR profile at www.sedar.com.

Great Harvest beneficially owns, directly or indirectly, or exercises control or direction over, 554,468,276 common shares (“Common Shares”) of Adex, representing approximately 81.88% of the issued and outstanding Common Shares. Great Harvest is controlled by Yan Kim Po and Linda Lam Kwan, both directors of the Company, and is a "related party" of the Company within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As such, the extension to the respective maturity dates of the Loans constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying on an exemption from the minority approval requirement that applies to related party transactions, which exemption is available to the Company as: (i) the amended Loans each comprise a loan or credit facility obtained on reasonable commercial terms that are not less advantageous to the Company than if the loan or credit facility were obtained from a person dealing at arm's length with the Company; (ii) none of the amended Loans is convertible into equity or voting securities of the Company or a subsidiary of the Company; and (iii) none of the amended Loans is repayable as to principal or interest in equity or voting securities of the Company or a subsidiary of the Company.

The respective amending agreements extending the maturity date of each of the Loans has been reviewed and approved by a special committee (the “Special Committee”) comprised of members of the Board who are independent of Great Harvest and are not members of management of the Company. Each of Yan Kim Po, Linda Lam Kwan and Pierre Wing Kin Sze, all directors of the Company who are associated with Great Harvest, abstained from voting with respect to the amendments to the Loans. The Special Committee determined that it is in the best interests of the Company to extend the maturity dates of the Loans and have determined that it is reasonable for the extension to be effected fewer than 21 days from the date of the announcement thereof.