NXA Inc. Signs Letter of Intent for Proposed Business Combination With Ontario Graphite Ltd.

NXA INC. ("NXA" or the "Company") (TSX VENTURE:NXI.H) is pleased to announce
that it has entered into a letter of intent (the "LOI") dated April 16, 2014 to
complete a business combination with Ontario Graphite Ltd. ("OGL"). OGL is a
privately owned Canadian mining company incorporated under the Business
Corporations Act (Ontario) and committed to the responsible re-commissioning and
operation of the Kearney Mine in Kearney, Ontario, one of the largest confirmed
graphite mineral resource projects in North America and among the largest
individual deposits in the world. 


It is currently contemplated that NXA, OGL and OGL's parent company, Ontario
Graphite, Ltd., a corporation existing under the laws of Cayman Islands ("OGL
Parent"), will complete a business combination by way of share exchange, merger,
amalgamation, arrangement or other similar form of transaction (the "Proposed
Transaction"), which will result in OGL or OGL Parent amalgamating with or
becoming a wholly-owned subsidiary of NXA (or such other entity that may be
created for the purposes of completing the Proposed Transaction), or otherwise
combining its corporate existence with a wholly-owned subsidiary of NXA. As part
of the Proposed Transaction, it is intended that common shares in the capital of
NXA ("Common Shares") will be issued to holders of securities of OGL Parent at
an exchange ratio based on the relative values of NXA and OGL Parent, which will
be determined.


Upon completion of the Proposed Transaction, it is proposed that the Company
will become a Mining Issuer listed on Tier 2 of the TSX Venture Exchange (the
"Exchange") and is intended to be renamed "Ontario Graphite (Canada) Limited"
(the "Resulting Issuer"). The Resulting Issuer will carry on the business of OGL
as currently constituted.


Approval of the LOI and the terms of the Proposed Transaction has been received
from the board of directors of the Company. Completion of the Proposed
Transaction is subject to certain conditions, including the receipt of the
Exchange and regulatory approvals, disinterested approval of the shareholders of
the Company and the shareholders of OGL Parent, completion of satisfactory due
diligence by the Company and OGL, completion of definitive legal documentation
and completion of a private placement (the "Private Placement") by OGL or OGL
Parent. The Private Placement will involve an offering of subscription receipts,
which subscription receipts are intended to be automatically exercisable for
securities of OGL or OGL Parent, as applicable, (the "OGL Securities") upon
satisfactory completion or waiver of all conditions precedent to the Proposed
Transaction. Each OGL Security is intended to be exchanged for securities of NXA
pursuant to, and upon completion of, the Proposed Transaction. The net proceeds
of the Private Placement are intended to be used to further the re-commissioning
process of the Kearney Mine. 


It is expected that, in anticipation of the Proposed Transaction, the Company
will issue Common Shares in settlement of certain existing debts of the Company,
subject to approval of the Exchange.


Trading of the Common Shares of the Company has been halted and the Common
Shares will remain halted in accordance with Exchange policies until all
required documentation with respect to the Proposed Transaction has been
received and the Exchange is otherwise satisfied that the halt should be lifted.


A press release with further particulars relating to the Proposed Transaction
will follow in accordance with the policies of the Exchange.


Completion of the Proposed Transaction is subject to a number of conditions,
including Exchange acceptance and disinterested shareholder approval. The
Proposed Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Proposed Transaction will be
completed as proposed or at all.


Investors are cautioned that, except as disclosed in the management information
circular to be prepared in connection with the Proposed Transaction, any
information released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon. Trading in the
securities of NXA should be considered highly speculative.


The Exchange has in no way passed upon the merits of the Proposed Transaction
and has neither approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that term is
defined in policies of the Exchange) accepts responsibility for the adequacy or
accuracy of this release.


The statements used in this press release may contain forward-looking
statements, and are based on the opinions and estimates of management, or on
opinions and estimates provided to, and accepted by, management. These opinions
and estimates are used by management, and speak only as of the date of this
press release. Forward-looking statements in this press release include, but are
not limited to, the closing of the Proposed Transaction and the anticipated
benefits from the Proposed Transaction. Forward-looking statements involve
significant known and unknown risks, uncertainties and assumptions, including
with respect to the closing of the Proposed Transaction, the timing and receipt
of all applicable regulatory approvals and third party consents, the anticipated
benefits from the Proposed Transaction and the satisfaction of other conditions
to the completion of the Proposed Transaction. Forward-looking statements are
subject to a variety of risks and uncertainties and other factors that could
cause actual events or results to differ, possibly significantly. Although the
Company believes that its expectations reflected in these forward-looking
statements are reasonable, such statements involve risks and uncertainties and
no assurance can be given that actual events or results will be consistent with
these forward-looking statements. Except as required by applicable law, the
Company does not undertake, and specifically disclaims, any obligation to update
or revise any forward-looking information, whether as a result of new
information, future developments or otherwise. Readers are therefore cautioned
not to place undue reliance on any forward-looking statements.


FOR FURTHER INFORMATION PLEASE CONTACT: 
NXA Inc.
Paul Van Damme
Chief Financial Officer
[phone]