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MGX Closes Plan of Arrangement with Manto Gold Corp.

VANCOUVER, BRITISH COLUMBIA - July 7, 2014 -MGX Minerals Inc. ("MGX"), formerly Defiant Minerals Corp., is pleased to announce that it completed a statutory arrangement under a plan of arrangement (the “Arrangement”) with Manto Gold Corp. (“Manto”) on July 4, 2014. As a result of completing the Arrangement, Manto became the wholly owned subsidiary of MGX.

On November 6, 2013, MGX and Manto entered into an Arrangement Agreement and Plan of Arrangement (the “Arrangement Agreement”) and on April 2, 2014, entered into an Amendment to the Arrangement Agreement extending the Arrangement Agreement.

Completion of the Arrangement as set forth in the Arrangement Agreement was approved by special meeting of the shareholders of Manto and a final order granted by the Supreme Court of British Columbia on May 15, 2014 in accordance with Part 9 of the Business Corporations Act (British Columbia).

Pursuant to the Arrangement, the following principal steps were completed on July 4, 2014:

  • MGX consolidated its issued and outstanding shares on a 1:23 basis, resulting in 598,804 post consolidated issued and outstanding MGX shares;
  • MGX issued a total of 139,536 post consolidated shares to its creditors; 104,773 to Sayonara Holdings Ltd. and 34,763 to Scott Sheldon pursuant to debt conversion agreements;
  • The name of the company was changed to MGX Minerals Inc.;
  • Scott Sheldon resigned as President and Secretary of MGX;
  • Scott Sheldon, Donald Sheldon, Ranj Pillai, and Robert Brian Murray resigned as directors of MGX;
  • Jared Lazerson, Andris Kikauka, Lyndon Patrick, Hugh David Read, and Michael Reimann were appointed as the new Board of Directors of MGX;
  • Jared Lazerson was appointed as Chief Executive Officer, President, and Secretary of MGX;
  • Andris Kikauka was appointed as Vice-President of Exploration of MGX;
  • Michael Reimann was appointed as Chief Financial Officer of MGX;
  • MGX acquired 24,900,116 common shares of Manto, being all the issued and outstanding share capital, from all the shareholders of Manto through a 1-for-1 share exchange.

Upon the Arrangement becoming effective on July 4, 2014, MGX was issued a new CUSIP number. The new CUSIP number for Common shares is 55303L101