VIDWRX INC SMDWF

Radar it

[testfreak]

Eam.v $0.045 HUGE DEAL DUE OCT


As of the date of this MD&A, the Company’s focus is on advancing the Ethiopian Projects. This includes in-fill drilling on the oxide portion of the Terakimti deposit at the Harvest Project which was completed in July 2015 with analysis pending. The Company announced on May 5, 2015, the initial mineral resource estimate for the Adyabo Project. East Africa will continue to advance the Adyabo Project through infill drilling and more advanced testwork which is expected to commence during Q4 2015. Additionally, the company will continue building momentum on both the Adyabo and Harvest projects through on-going community relations work and socio economic studies, in accordance with application requirements for Mining Licences. The Company has released initial mineral resource estimates on each of its Exploration Projects at Harvest, Adyabo and Magambazi.

For the Company’s Handeni Properties, the Company has signed a binding letter agreement with the Developer to advance East Africa's Magambazi project in Tanzania. As the date of this MD&A, the Company and the Developer continue to work towards to finalizing certain conditions by the proposed deadline date of October 15, 2015.

PROPOSED TRANSACTION

On June 10, 2015, East Africa signed a binding letter agreement with the Developer to acquire and develop East Africa's Magambazi Project in Tanzania. Under the terms of the Magambazi LOI, the Developer will among other things:

•  pay East Africa US$1,000,000 in cash for a 100% interest in the Tanzanian Assets;

•  pay East Africa approximately US$1,000,000 in cash for the book value of the camp, equipment and other

  assets;

•  convey to East Africa the right to receive a 1.6% Net Smelter Royalty on production, capped at US$1,800,000;

•  convey to East Africa the right to acquire a gold stream equal to 30% of the life of mine gold production from all of the Tanzanian Assets;

•  issue treasury shares of the Developer that is expected to represent 9.9% of the Developer's outstanding shares. The Developer intends to list on the London Stock Exchange's AIM and expects to issue such shares to East Africa before the listing; and

•  offer East Africa a seat on the Board of Directors of the Developer and a seat on the Management Committee of the Magambazi Project.

  East Africa will not be required to contribute to capital or exploration expenditures with respect to the construction and development of any of the Tanzanian Assets. The transaction will provide East Africa with the right to purchase 30% of gold produced during mining operations established at any of the Tanzanian Assets, for a per ounce payment equal to the lesser of (i) production cost plus 15% based on the Developer's historical and budgeted production costs, and (ii) the prevailing market price for gold.

  The Magambazi LOI is binding and subject to certain conditions to be fulfilled by October 15, 2015, including, but not limited to:

•  the completion of satisfactory due diligence by East Africa on the Developer (completed);

•  the finalization of the structure of the transaction;

•  the entering into of a definitive agreement and gold purchase agreement; and

•  the receipt of initial payment of US$500,000 and regulatory approvals, including acceptance by the TSX Venture Exchange. The balance of approximately US$1,500,000 will be payable within one year of the effective date.