#1305 - 1090 West Georgia
CANEX ENERGY CORP.
#1305 - 1090 West Georgia
Street Vancouver, BC
V6E 3V7
www.canexenergy.com
NEX BOARD SYMBOL: CSC.H October 25, 2019
CANEX ENERGY CORP. ENTERS INTO AN OPTION
AGREEMENT WITH EAGLE PLAINS RESOURCES LTD.
Vancouver, B.C.: Canex Energy Corp . (TSXV NEX Board: CSC.H) (“Canex” or the “ Company”) is
pleased to announce that it has signed an option agreement (the “Agreement”) with Eagle Plains Resources
Ltd. (“Eagle Plains”) a company listed on the TSX Venture Exchange (“TSXV”), under which Canex may
acquire up to 75% (the “Transaction”) of Eagle Plains’ Olson Gold Project, consisting of nine (9) mineral
dispositions covering approximately 3,868 hectares , located approximately 100 km east of La Ronge,
Saskatchewan, in the Deschambault Lake area (the “Property”).
Under the Agreement, Canex may earn-in up to a 51% interest in the Property by making certain staged
cash payments, share payments of common shares in the capital of Canex to Eagle Plains and exploration
expenditures over a period as follows: (i) $10,000 in cash upon execution of a letter of intent in respect of
the Transaction (paid) ; (ii) $20,000 in cash and 200,000 common shares upon TSXV approval of the
Transaction and the Agreement (the “Approval Date”); (iii) $40,000 in cash, 200,000 common shares and
$200,000 in exploration expenditures on or before December 31, 2020 ; (iv) $80,000 in cash, 200,000
common shares and $500,000 in exploration expenditures on or before December 31, 2021; and (v)
$100,000 in cash, 200,000 common shares and $800,000 in exploration expenditures on or before December
31, 2022.
Canex may earn-in up to a an additional 24% (75% total) interest in the Property by making additional
exploration expenditures of $1,500,000 on the Property and issuing 200,000 common shares of Canex to
Eagle Plains on or before December 31, 2023.
Upon Canex earning an initial 51% interest in the Property, pursuant to the Agreement, Canex and Eagle
Plains will use commercially reasonable efforts to negotiate and execute within thirty days a joint venture
agreement for the purpose of jointly carrying out exploration, evaluation a nd development (if applicable)
of the Property.
Advisory Board
Canex is pleased to announce that Ron Netolitzky has joined the advisory board.
Mr. Netolitzky has been very successful in mining exploration with over 40 years of experience and having
been directly associated with three major gold discoveries in Canada that have subsequently been put into
production: Eskay Creek, Snip and Brewery Creek. He is a di rector of several publicly traded exploration
companies. Mr. Netolitzky has been honored with the Prospector of the Year award from the PDAC, and
Developer of the Year award from the BC & Yukon Chamber of Mines. In 2015, he was inducted into the
Canadian Mining Hall of Fame.
Private Placement and Debt Settlement
In connection with the Transaction, Canex intends to complete a non -brokered private placement (the
“Private Placement”) of units of the Company at a price of $0.17 per unit (each, a “Unit”) for minimum
gross proceeds of $500,000. Each Unit will consist of one common share and one half of one transferable
common share purchase warrant (a “Warrant”), with each whole Warrant exercisable at price of $0.25 per
Warrant for a period of two years from issuance. The Private Placement is subject to Exchange approval.
Concurrently with the closing of the Private Placement, Canex intends to settle $441,250 of debt in
consideration for the issuance of 2,595,590 common shares of the Company at a deemed price of $0.17 per
share (the “Debt Settlement”). The debt is for cash loans and unpaid remuneration for services.
A portion of the Debt Settlement constitutes a “related party transaction” within the meaning of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”) as
1,873,530 of the shares will be issued to five (5) insiders of the Company. The issuance of the 1,873,530
shares will be exempt from the formal valuation and minority shareholder approval requirements under MI
61-101 pursuant to subsections 5.5(b) and 5.7(1)(a) as the Company’s common shares are not listed on a
specified market and the fair market value of these shares will not exceed 25% of the Company’s market
capitalization. The Debt Settlement is subject to Exchange Approval.
The Transaction is subject to, among other things, the completion of a technical report on the Property in
accordance with National Instrument 43-101, and obtaining all necessary regulatory approvals, including
that of the TSXV.
If completed, the Transaction will result in the Company being listed on the TSXV as a Tier 2 mining issuer.
The common shares of Canex will remain halted until the TSXV has reviewed and approved the
Transaction.
ON BEHALF OF THE BOARD
Sherman Dahl
President & CEO
Tel: 250-558-8340
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward Looking Information
This news release may contain forward-looking statements including but not limited to the proposed Transaction, completion of a
National Instrument 43-101 technical report, completion of Private Placement and Debt Settlement, comments regarding the timing
and content of upcoming work programs, geological interpretations, receipt of property titles, and potential mineral recovery
processes. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties.
Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans,
expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding -looking
wording such as “may”, “expect”, “estimate”, “will”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or
similar variations. Actual results may differ materially from those currently anticipated in such statements and the Company
undertakes no obligation to update such statements, except as required by law. The reader is cautioned not to place undue rel iance
on any forward-looking information. There can be no assurance that the proposed Transaction with Eagle Plains will be completed
or, if completed, will be successful.
Completion of the Transaction, Private Placement and Debt Settlement are subject to a number of conditions, including but not
limited to, TSX Venture Exchange acceptance. There can be no assurance that the Transaction, Private Placement or Debt
Settlement will be completed as proposed or at all.
Forward-looking statements a re based on the then -current expectations, beliefs, assumptions, estimates and forecasts about the
business and the industry and markets in which the Company operates, including that: the current price of and demand for minerals
being targeted by the Company will be sustained or will improve; the Company’s current exploration programs and objectives can
be achieved; results of exploration activities; the Company will be able to obtain required exploration licences and other pe rmits;
general business and eco nomic conditions will not change in a material adverse manner; financing will be available if and when
needed on reasonable terms; the Company will not experience any material accident; and the Company will be able to identify and
acquire additional minera l interests on reasonable terms or at all. Forward -looking statements are not guarantees of future
performance and involve risks, uncertainties and assumptions which are difficult to predict. Investors are cautioned that all forward-
looking statements involve risks and uncertainties, including: that resource exploration and development is a speculative business;
that the Company may lose or abandon its property interests or may fail to receive necessary licences and permits; equipment
breakdowns; labour dis putes; the increase in cost estimates and the potential for unexpected costs and expenses; the results of
exploration activities; that environmental laws and regulations may become more onerous; that the Company may not be able to
raise additional funds wh en necessary; potential defects in title to the Company’s properties; fluctuating prices of commodities;
operating hazards and risks; competition; potential inability to find suitable acquisition opportunities and/or complete the same;
and other risks and uncertainties listed in the Company’s public filings. These risks, as well as others, could cause actual results
and events to vary significantly. Accordingly, readers should not place undue reliance on forward -looking statements and
information, which are qualified in their entirety by this cautionary statement. There can be no assurance that forward -looking
information, or the material factors or assumptio ns used to develop such forward -looking information, will prove to be accurate.
The Company does not undertake any obligations to release publicly any revisions for updating any voluntary forward -looking
statements, except as required by applicable securities law.