Quia Announces Update on Financing and Shares for Debt Agreements

Quia Announces Update on Financing and Shares for Debt Agreements
  
 

TORONTO, ONTARIO--(Marketwired - Jun 4, 2014) - Quia Resources Inc. ("Quia" or the "Company") (TSX-VENTURE:QIA) is pleased to provide the following update with respect to closing the first tranche of the previously announced secured convertible debenture financing and shares for debt agreements.

Secured Convertible Debenture Financing and Consolidation

The Company has received subscriptions for aggregate gross proceeds of $339,500 of secured convertible debentures (the "Debentures"), and is expecting to close this first tranche upon receipt of final approval from the TSX Venture. Prior to closing the Private Placement, the Company expects to complete a 10 for 1 share consolidation (the "Consolidation"), which was approved by shareholders at the Company's Annual General Meeting held in November 2013. The Company has submitted the required documentation to the TSXV and expects approval shortly.

The Debentures will pay an annual interest rate of 14%, payable semi-annually in common shares of the Company ("Shares") at an effective price of $0.10 per Share (post-Consolidation). The Debentures are convertible at any time prior to maturity into Shares at a price of $0.10 per Share (post-Consolidation). As an incentive for purchasing Debentures, the Company will issue to subscribers 6,667 bonus warrants ("Bonus Warrants") for every $1,000 of Debentures purchased, resulting in the issuance 2,263,447 Bonus Warrants from the first tranche closing. Each Bonus Warrant is exercisable into Shares at a price of $0.15 per Share (post-Consolidation), for a period of 3 years from the closing date ("Closing Date"). The Debentures will mature 3 years from the Closing Date.

Shares for Debt Agreements

Quia has entered into shares for debt agreements totaling $331,915.94, with arm's length and non-arm's length parties (collectively, the "Debt Settlements"). An aggregate of 2,133,452 Shares and 1,066,726 common share purchase warrants ("Warrants") will be issued to unrelated parties in settlement of $149,341.63 of debt, and 2,608,204 Shares will be issued to insiders and related parties in settlement of $182,574.33 of debt. Each Warrant entitles the holder to acquire one Share at a price of $0.10 per Share (post-Consolidation) for a period of 24 months from the issuance date. The Shares and Warrants issued pursuant to the Debt Settlements will not result in a change of control of the Company, will be subject to a four-month hold period from the date of issuance, and will be subject to the approval of the TSX Venture Exchange. Te Debt Settlements are expected to occur prior to completing the Debenture financing.

The 2,608,204 Shares issued to insiders and related parties were for settlements of outstanding fees and loans to the following: $94,029.74 to Foundation Opportunities Inc., $61,840 to Cavalry Corporate Solutions, $19,095 to William Richard Brown and $7,609.59 to Ping Lin.

About Quia Resources Inc.

Quia Resources is a mineral exploration and development company which owns 100% of the San Lucas gold project in Colombia and has an option to earn 65% of the Murdock Mountain direct application phosphate project in Nevada. The Company is also actively evaluating additional business opportunities, primarily in the agromineral sector.

Forward-Looking Statements

This press release contains or refers to forward-looking information based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Quia Resources Inc.Yannis BanksChief Executive Officer(416) [e-mail]