Adex Mining Inc.
TSX VENTURE : ADE

Adex Mining Inc.

September 19, 2014 17:34 ET

Adex Mining Announces Rights Offering of $5,000,000 to Be Backstopped by Major Shareholder

TORONTO, ONTARIO--(Marketwired - Sept. 19, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Adex Mining Inc. ("Adex" or the "Company") (TSX VENTURE:ADE) announces that it has filed a preliminary long form prospectus with the securities regulatory authorities in each of the Provinces of British Columbia, Alberta, Ontario, Nova Scotia and New Brunswick (the "Qualifying Jurisdictions") in connection with a proposed $5,000,000 million rights offering (the "Rights Offering").

Each holder of record of common shares ("Common Shares") of Adex, as of a record date to be announced, will receive rights ("Rights") based upon the number of Common Shares held. Each whole Right will entitle the holder thereof to subscribe for additional Common Shares. The subscription ratio, record date and expiry date of the Rights Offering will be determined at the time of the filing of the final long form prospectus. To subscribe for Common Shares under the Rights Offering, a completed Right certificate, together with payment in full of the subscription price for each Common Share subscribed for, must be received by the subscription agent for the Rights Offering prior to the expiry date. The Rights Offering will be made to holders of Common Shares in each of the Qualifying Jurisdictions.

The proceeds of the Rights Offering will be used, among other things, for the repayment of funds advanced to Adex by Great Harvest Canadian Investment Company Limited ("Great Harvest") under loans (the "Loans"), the preparation of a prefeasibility report on the economic evaluation of the resources in the North Zone and the Fire Tower Zone on the Mount Pleasant Mine Property of the Company in New Brunswick and working capital purposes. The Loans were provided to the Corporation pursuant to loan agreements between the Corporation and Great Harvest previously entered into and publicly announced in January 2014 and August 2014.

In connection with the Rights Offering, Great Harvest has indicated that it will exercise all of its pro rata allocation of Rights. In addition, Great Harvest will be entering into a standby commitment agreement (the "Standby Agreement") with Adex whereby Great Harvest will agree to exercise any Rights that are not exercised by any other holders of Common Shares. Great Harvest will not collect a fee under the Standby Agreement.

The completion of the Rights Offering is conditional upon receipt of all applicable regulatory approvals, including from the TSX Venture Exchange.

Further details regarding the Rights Offering and the procedures to be followed by holders of Common Shares are contained in the preliminary long form prospectus available on Adex's profile at www.sedar.com. The preliminary long form prospectus is still subject to completion or amendment. There will not be any offer of Rights or any sale or acceptance of an offer to buy any Common Shares until a receipt for the final long form prospectus has been obtained from the applicable securities regulatory authorities in each of the Qualifying Jurisdictions.

Great Harvest beneficially owns, directly or indirectly, or exercises control or direction over, 80,000,000 Common Shares, representing approximately 45.14% 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") (which has been adopted as a policy of the TSX Venture Exchange). As such, each of the Rights Offering and the Standby Agreement constitutes a "related party transaction" within the meaning of MI 61-101. The Company will be relying on an exemption from the minority approval requirement in MI 61-101 that applies to related party transactions, which exemption is available to the Company as (A) under the Rights Offering, the general body of holders of Common Shares in Canada will be treated identically on a per Common Share basis, and (B) the Standby Agreement complies with National Instrument 45-101 Rights Offerings. The Standby Agreement has been reviewed and approved by a 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 Joseph Lau Ying Kit, a director of the Company who is associated with Great Harvest, abstained from voting with respect to the Standby Agreement.

This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities of Adex, nor is it an offer to sell securities or an offer to buy securities in any state or jurisdiction where prohibited by law. No securities referred to in this news release have been, or will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States, unless such securities have been registered with the Securities and Exchange Commission in the United States or an applicable exemption from the registration requirement is available.

ABOUT ADEX

Adex Mining Inc. is a Canadian junior mining company with an experienced management team. The Company is focused on developing its flagship Mount Pleasant Mine Property, a multi-metal project that is host to promising tungsten-molybdenum and tin-indium-zinc mineralization. Located in Charlotte County, New Brunswick, the Mount Pleasant Mine Property is 80 kilometres south of Fredericton, the provincial capital, and 65 kilometres from the United States border. The common shares of Adex trade on the TSX Venture Exchange under the stock symbol "ADE".

No securities commission or regulatory authority has approved or disapproved the contents of this press release.

Neither the 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 STATEMENTS

Certain statements in this press release may constitute "forward-looking" statements which involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements of Adex, its subsidiary or the industry in which they operate to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. When used in this press release, the words "estimate", "believe", "anticipate", "intend", "expect", "plan", "may", "should", "will", the negative thereof or other variations thereon or comparable terminology are intended to identify forward-looking statements. Such statements reflect the current expectations of the management of Adex with respect to future events based on currently available information and are subject to risks and uncertainties that could cause actual results, performance or achievements to differ materially from those expressed or implied by those forward-looking statements. These risks and uncertainties are detailed from time to time, including, without limitation, under the heading "Risk Factors", in reports filed by Adex with the Alberta, British Columbia and Ontario Securities Commissions which are available at www.sedar.com and to which readers of this press release are referred for additional information concerning Adex, its prospects and the risks and uncertainties relating to Adex and its prospects. New risk factors may arise from time to time and it is not possible for management to predict all of those risk factors or the extent to which any factor or combination of factors may cause actual results, performance and achievements of Adex to be materially different from those contained in forward-looking statements. Although the forward-looking statements contained in this press release are based upon what management believes to be reasonable assumptions, Adex cannot assure investors that actual results will be consistent with these forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. The forward-looking information contained in this press release is current only as of the date of the press release. Adex does not undertake or assume any obligation to release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

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