Xtierra Inc.: US$500,000 Short Term Financing
07 1월 2014 - 11:21PM
Marketwired
Xtierra Inc.: US$500,000 Short Term Financing
TORONTO, ONTARIO--(Marketwired - Jan 7, 2014) - Xtierra Inc.
(TSX-VENTURE:XAG) ("Xtierra" or the "Company") announces that its
two principal shareholders have agreed to provide US$500,000 of
short term financing.
Each of the Pacific Road Resource Funds ("PRRF") and Minco plc.
("Minco") will purchase US$250,000 principal amount of 5% notes due
March 31, 2013 (the "Notes"). The Notes will rank senior to PRRF's
existing US$1.25 million convertible notes owed by Xtierra's
wholly-owned subsidiary, Orca Minerals Limited (the "Existing
Notes") which are indirectly convertible into common shares of the
Company.
Proceeds from the placement will be used to complete the
Company's ongoing economic study of its Bilbao project in
Zacatecas, Mexico and for working capital and general corporate
expenses for 2014. To save costs, the Company intends to curtail
all other expenditures while examining strategic alternatives for
advancing the Bilbao project.
PRRF currently holds, collectively, approximately 35.3 million
common shares (34.15% of Xtierra's issued and outstanding common
shares) divided among two Australian based and one Belgium based
private equity resource funds holding approximately 3.5 million
shares (3.39%), 3.5 million shares (3.39%) and 28.3 million shares
(27.37%), respectively. Minco currently holds approximately 30.0
million shares amounting to approximately 29.01% of the issued and
outstanding common shares of Xtierra. PRRF also holds Existing
Notes and if they exercise their rights to convert the principal
and interest payments owing pursuant to such Existing Notes into
common shares of Xtierra, PRRF would increase its collective
holdings to approximately 48.4 million shares (41.56%).
Completion of this financing is scheduled to take place on
January 10, 2014.
Related Party
Transaction
Based upon their respective holdings of Xtierra shares detailed
above, PRRF and Minco are related parties to Xtierra and
accordingly this financing is subject to the rules contained in
Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions of the Canadian
Securities Administrators ("MI 61-101") and Policy 5.9 of the TSX
Venture Exchange.
The issue of the Notes was considered and approved by the Board
of Directors of Xtierra, three of the five members of which are
neither officers nor employees of Xtierra. Mr. John Kearney, a
director of Xtierra and Chief Executive of Minco and Mr. Lee
Graber, a director of Xtierra who is engaged by Pacific Road
Capital Management Pty. Ltd. (an adviser to PRRF) declared their
respective interests in the transaction and neither voted on nor
influenced the Board's deliberations concerning the financing.
As the value of the financing is less than 25% of its current
$11,376,848 market capitalization, Xtierra does not intend to
complete a formal valuation in accordance with section 5.4 of MI
61-101 based upon Xtierra's reliance on the exemption contained in
subsection 5.5(a) of MI 61-101. Minority shareholder approval of
the placement will not be sought based upon the exemption contained
in subsection 5.7(a) which is applicable in these circumstances. No
new control person or insider (as those terms are defined in the
policies of the TSX Venture Exchange) will be created as a result
of this financing.
About Xtierra
Inc.
Xtierra Inc. is a Toronto based exploration and development
company listed on the TSX Venture Exchange. Xtierra's shares trade
under the symbol "XAG". Xtierra has 103,425,892 shares issued and
outstanding.
Xtierra's objective is to become a mid-tier producer of silver
and base metals through the development of its Bilbao and Laguna
projects, both located in the Central Mexican Silver Belt in the
State of Zacatecas, as well as through organic growth and M & A
opportunities.
ON BEHALF OF THE BOARD OF DIRECTORS OF XTIERRA INC.
Gerald Gauthier, President and COO
Cautionary
Notes:
This press release may contain "forward-looking information"
within the meaning of applicable Canadian securities legislation.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
release.
Xtierra Inc.Gerry GauthierPresident & Chief Operating
Officer+1 (416) 362-8243+1 (416) 368-5344Xtierra Inc.Tim
GallagherDirector+1 (416) 925-0090Xtierra Inc.Alejandro
AlanizDirector Finance & Administration (Mexico)+52 (492)
925-0804info@xtierra.cawww.xtierra.ca
Xtierra (TSXV:XAG)
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