IDEX Metals Corp. entered into a letter of intent to acquire Goodbridge Capital Corp. (TSXV : GODB.P) in a reverse merger transaction.
Prior to closing of the Proposed Transaction, Goodbridge will consolidate the Goodbridge Shares on the basis of one (1) post-Consolidation Goodbridge Shares for each three (3) pre-Consolidation Goodbridge Shares (the ?Consolidation?). The Goodbridge Shares will be issued to the IDEX Shareholders on the basis of one post-Consolidation Goodbridge Share for every 1 IDEX Share. Convertible securities of IDEX will become exercisable into Goodbridge Shares in accordance with their terms. The resulting entity (the ?Resulting Issuer?) will continue the business of IDEX under a name to be mutually agreed to by the Parties (the ?Name Change?). Certain common shares of the Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of the Exchange, including the securities to be issued to ?Principals? (as defined under Exchange policies), which will subject to the escrow requirements of the Exchange. In conjunction with and upon closing of the Proposed Transaction, the Board of Directors and management of the Resulting Issuer is expected to include Clayton Fisher (CEO and Director), Eric Tsung (CFO and Corporate Secretary), Tamas Bakacs (independent director), Johnathan Dewdney (independent director), Simon Dyakowski (independent director), David Hladky (VP, Exploration), Colin Ross (VP, Corporate Development), and such other additional directors and officers as may be determined by IDEX. The completion of the Proposed Transaction remains subject to a number of terms and conditions, including, among other things: the negotiation and execution of the Definitive Agreement; the absence of material adverse events affecting either of the Parties; the receipt by each Party of all shareholder approvals necessary or desirable in connection with the Proposed Transaction; the Parties having taken all necessary action to cause the board of directors and officers of the Resulting Issuer to be comprised of nominees of IDEX; the Parties having completed the Concurrent Financing; the receipt of all necessary regulatory and third party consents, approvals and authorizations as may be required in respect of the Transaction, including without limitation acceptance of the Exchange, securities commissions approvals, as applicable; all such consents, acceptances and approvals to be on terms and conditions acceptable to the Parties; the receipt of all third party consents deemed necessary for the continuation of IDEX?s business; completion of a thorough business, legal and financial review by each Party of the other Party; and other standard conditions of closing for a transaction in the nature of the Proposed Transaction. The Proposed Transaction is expected to require the approval of the shareholders of IDEX.