Almadex Shareholders Approve Spinout Transaction; Almadex Updates Transaction Timing
NEWS RELEASE
May 8, 2018
Trading Symbols:
TSX-V: AMZ; OTCQX: AXDDF
www.almadexminerals.com
ALMADEX SHAREHOLDERS APPROVE SPINOUT TRANSACTION;
ALMADEX UPDATES TRANSACTION TIMING
Vancouver, B.C. Almadex Minerals Limited (“Almadex” or the “Company”; TSX -V: AMZ; OTCQX:
AXDDF) is pleased to announce that shareholders at its Special Meeting of shareholders held today in
Vancouver have voted 99.97% in favour of a special resolution approving a statuto ry plan of arrangement
(the “ Plan of Arrangement ”) under Section 288 of the Business Corporations Act (British Columbia) to
spin-out Almadex’s early stage exploration projects, royalty interests, and certain other assets into
1154229 B.C. Ltd. (" Spinco") as described in Almadex’s management information circular (the “Circular”)
dated April 6, 2018 (the “Transaction”).
The Transaction remains subject to final Court approval and acceptance from the TSX Venture
Exchange, and is expected to be completed on or about May 18 (the “Effective Date”) . Shareholders at
the end of the day prior to the Effective Date will be subject to the terms of the Plan of
Arrangement as detailed below.
By way of background, u nder the terms of the Plan of Arrangement, the shareho lders of Almadex (which
will be renamed Azucar Minerals Ltd. upon closing of the Transaction) will receive common shares in
Spinco (which will be renamed Almadex Minerals Ltd. upon closing of the Transaction) (“Spinco Shares”)
by way of a share exchange, p ursuant to which each existing share of Almadex (an “Almadex Share”) is
exchanged for one “new” share of Almadex (a “New Almadex Share”) and one Spinco Share.
Optionholders of Almadex will receive replacement options of Almadex and options of Spinco which are
proportionate to, and reflective of the terms of, their existing options of Almadex. Warrantholders of
Almadex will have their existing warrants remain outstanding in accordance with their terms, and will, in
lieu of being exerciseable for one Almadex Share, become exercisable for one New Almadex Share and
one Spinco Share.
Spinco has applied to list the Spinco Shares on the TSXV.
Almadex looks forward to providing more detail on the Transaction in the coming days. Please refer to the
Circular for more detailed information, available on SEDAR at www.sedar.com.
About Almadex
Almadex is an exploration company that holds a large mineral portfolio consisting of projects and NSR
royalties in Canada, the U.S., and Mexico. This portfolio is the direct result of over 35 years of
prospecting and deal -making by Almadex's predecessor co mpany, Almaden Minerals Ltd. Almadex is
currently focused on exploration at its El Cobre gold/copper porphyry project in Veracruz, Mexico, in
which it holds a 100% interest, subject to a sliding -scale NSR royalty equivalent to 0.5% in the event that
production from the property exceeds 10,001 tonnes per day of ore. This NSR can be reduced to 0.25%
at this production rate through the payment of US$3.0 million.
On behalf of the Board of Directors,
“Morgan Poliquin”
Morgan J. Poliquin, Ph.D., P.Eng.
President, CEO and Director
Almadex Minerals Limited
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the
adequacy or accuracy of this release.
This news release includes forward-looking statements that are subject to risks and uncertainties. All statements within it, other than
statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in
such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance
and actual results or developments may differ materially from those in forward-looking statements. Such forward-looking statements
include but are not limited to, statements with respect to completion of the Plan of Arrangement, the anticipated timing for closing of
the Plan of Arrangement, obtaining Court and TSXV approval of the Plan of Arrangement, obtaining TSX -V approval for the the
listing of Spinco Shares on the TSXV. These forward-looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievement of Almadex or Spinco to be materially different from a ny
future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among
others, the risk of th e Company not obtaining Court or TSXV approval to proceed with the Plan of Arrangement , the risk of the
Company not obtaining TSXV approval for the listing of the Spinco Shares on the TSXV, the risk of unexpected tax consequences
to the Plan of Arrangement, the risk of unanticipated material expenditures required by the Company prior to completion of the Plan
of Arrangement, risks of the market valuing Almadex and Spinco in a manner not anticip ated by the Company, as well as those
factors discussed in the section entitled "Risk Factors" in Almadex's most recent financial statements filed on SEDAR. Althou gh
Almadex has atte mpted to identify important factors that could cause actual results to differ materially, there may be other factors
that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be
accurate as actual results and future events could differ materially from those anticipated in such statements. Almadex disclaims
any intention or obligation to update or revise any forward -looking statements, whether as a result of new information, future events
or otherwise, other than as required pursuant to applicable securities laws. Accordingly, readers should not place undue reli ance on
forward-looking statements.
Contact Information:
Almadex Minerals Limited
Tel. 604.689.7644
Email: [email protected]
http://www.almadexminerals.com/