MIDEX ANNOUNCES BUSINESS COMBINATION AGREEMENT WITH SAYWARD CAPITAL CORP. AND ITS INTENTION TO RAISE UP TO $2,650,000 AS CONCURRENT FINANCING
TORONTO, CANADA – JUNE 14, 2023 – MIDEX RESOURCES LTD. (“Midex” or the “Company”) is pleased
to announce that further to a non-binding letter of intent dated February 24, 2023, the Company has
entered into a business combination agreement dated June 13, 2023 (the “Definitive Agreement”) with
Sayward Capital Corp. (TSXV: SAWC.P) (“Sayward”), a capital pool company as defined under the policies
of the TSX Venture Exchange (“TSXV” or the “Exchange”). Sayward anticipates that the transaction (the
“Qualifying Transaction”) will constitute its Qualifying Transaction pursuant to Policy 2.4 – Capital Pool
Companies of the Exchange (“Policy 2.4”), as such term is defined in the policies of the Exchange.
The Definitive Agreement provides for a three-cornered amalgamation (the “Amalgamation”), whereby
Midex will amalgamate with 2372845 Alberta Ltd. (“Subco”), a wholly owned subsidiary of Sayward,
incorporated whereby each of the shareholders of Midex will receive common shares of Sayward, which
such share will be listed on the Exchange, subject to the Exchange’s approval, including all terms and
conditions of the Definitive Agreement. Sayward, as it exists upon completion of the Qualifying
Transaction (the “Resulting Issuer”), will continue the business of Midex.
In connection with the Qualifying Transaction: (i) Midex intends to complete a non-brokered private
placement for gross proceeds of up to approximately CAD$1,500,000 (the “HD Private Placement”) from
the sale of units of Midex (“HD Units”); and (ii) the Resulting Issuer intends to complete a non-brokered
private placement and critical flow-through common share units of Midex (“FT Units”) for gross proceeds
of up to approximately CAD$1,150,000 (the “FT Private Placement”, and collectively with the HD Private
Placements, the “Concurrent Financing”).
Concurrent Financing Details
It is anticipated that pursuant to the HD Private Placement, Midex will issue up to approximately
10,000,000 HD Units. Each HD Unit will consist of one common share (a “Midex Share”) in the capital of
Midex and one Midex Share purchase warrant (a “Warrant”), at a price of $0.15 per HD Unit. Each whole
Warrant shall be exercisable to acquire one Midex Share at an exercise price per Warrant of $0.25 for a
period of two years following the closing date of the HD Private Placement.
It is anticipated that pursuant to the FT Private Placement, the Resulting Issuer will issue up to
approximately 6,764,706 FT Units. Each FT Unit will consist of one critical flow-through common share
in the capital of the Resulting Issuer (“Resulting Issuer Share”) and one half of a warrant to purchase a
Resulting Issuer Share (a “Resulting Issuer Warrant”) at a price of $0.17 per FT Unit. Each whole Resulting
Issuer Warrant shall be exercisable to acquire one Resulting Issuer Share at an exercise price per
Resulting Issuer Warrant of $0.25 for a period of two years following the date in which the Resulting
Issuer Shares become listed on the Exchange.