Adex Mining enters $1M (U.S.) loan with Great Harvest

Executive Summary

• Adex Mining Inc. entered into a new unsecured loan agreement with its largest shareholder, Great Harvest Canadian Investment Company Ltd., for up to US $1 million.
• The loan carries an interest rate of 8% per annum and matures on January 1, 2027, with repayment allowed at any time prior to maturity without penalty.
• The transaction is a related‑party financing exempt from minority shareholder approval under MI 61‑101, having been reviewed and approved by an independent special committee.

Key Details

• Loan Amount: Up to US $1 million (principal).
• Interest Rate: 8% per annum.
• Maturity Date: January 1, 2027.
• Repayment Terms: Borrower may repay any drawn amounts at any time before maturity without penalty.
• Security: Unsecured loan; not convertible into equity or voting securities.
• Related‑Party Nature: Great Harvest owns ~81.88% of Adex’s common shares (≈554.5 million shares) and is controlled by directors Yan Kim Po and Linda Lam Kwan, who are related parties under MI 61‑101.
• Exemption Basis:
• Loan on reasonable commercial terms, not less advantageous than an arm‑length loan.
• No conversion feature into equity or voting securities.
• Repayment not in equity or voting securities.
• Governance Approval: Approved by a special committee of independent directors; Yan Kim Po, Linda Lam Kwan, and Pierre Wing Kin Sze abstained from voting due to related‑party interests.
• Reference Documents: Full loan agreement available on Adex’s SEDAR+ profile; prior related‑party loan summaries in the interim MD&A for the three months ended March 31, 2025 and 2024.

Notable Quotes

(No direct quotes were provided in the release.)