Midex Resources Ltd entered into a non-binding letter of intent to acquire Sayward Capital Corp. (TSXV:SAWC.P) in a reverse merger transaction on February 24, 2023. Midex Resources Ltd entered into business combination agreement to acquire Sayward Capital Corp. (TSXV:SAWC.P) in a reverse merger transaction on June 13, 2023. The Definitive Agreement provides for a three-cornered amalgamation (the ?Amalgamation?), whereby Midex will amalgamate with 2372845 Alberta Ltd. (?Subco?), a wholly owned subsidiary of Sayward, whereby each of the shareholders of Midex will receive common shares of Sayward, which such shares will be listed on the Exchange, subject to the Exchange?s approval, including all terms and conditions of the Definitive Agreement. Sayward, as it exists upon completion of the Qualifying Transaction (the ?Resulting Issuer?), will continue the business of Midex. The proposed business combination would result in the reverse take-over of Sayward by Midex and its shareholders to form the resulting issuer which will continue on the business of Midex under a new name that is expected to be ?Midex Resources Ltd.?, or such other name as the board of directors of the Resulting Issuer shall determine and as may be approved by the TSXV and any other relevant regulatory authorities. It is intended that the Resulting Issuer will be listed on the TSXV as a Tier 2 Mining Issuer, subject to TSXV approval. In connection with the Qualifying Transaction: (i) Midex intends to complete a non-brokered private placement for gross proceeds of up to approximately CAD 1,500,000 (the ?HD Private Placement?) from the sale of units of Midex (?HD Units?); and (ii) the Resulting Issuer intends to complete a non-brokered private placement and critical flow-through common share units of Midex (?FT Units?) for gross proceeds of up to approximately CAD 1,150,000 (the ?FT Private Placement?, and collectively with the HD Private Placements, the ?Concurrent Financing?).

It is anticipated that all of the current directors and officers of Sayward will resign from their respective positions with Sayward in connection with the closing of the transaction. It is anticipated that upon closing of the transaction, the board and management of the Resulting Issuer shall consist of David Jamieson, Glenn Baldwin, John Cullen, Andres Tinajero, Terry Harbort, and Glenn Rochon. Management is expected to include David Jamieson as Director, President and Chief Executive Officer, Doug Harris as Chief Financial Officer, Scott Young as Vice President Corporate Development, Tammy Lehtinen as Vice President Environmental, Social and Governance, John Cullen as Chairman and Glenn Baldwin, Terry Harbort, Glenn Rochon and Andres Tinajero as Directors. Completion of the transaction is subject to a number of conditions, including, but not limited to, receipt of applicable regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange, completion of satisfactory due diligence and the execution of a definitive merger, amalgamation, share exchange agreement or other similar form of transaction agreement and related transaction documents to be negotiated between the parties, completion of the HD Private Placement and the requisite approval of the Midex Shareholders of the Amalgamation. The proposed transaction does not require approval of the shareholders of Sayward. The transaction is expected to close not later than September 30, 2023, or such other date as agreed to by the Parties in writing. As of September 28, 2023, Sayward and Midex entered into an amending agreement pursuant to which the closing date of the Proposed Transaction is extended from September 30, 2023 to January 31, 2024.

Bennett Jones LLP is acting as legal counsel to Midex, and Borden Ladner Gervais LLP is acting as legal counsel to Sayward.