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XAG Xtierra Inc

0.025
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Xtierra Inc TSXV:XAG TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0.025 0.02 0.035 0 01:00:00

Xtierra Inc.: US$500,000 Short Term Financing

07/01/2014 1:21pm

Marketwired Canada


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.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Xtierra Inc.
Gerry Gauthier
President & Chief Operating Officer
+1 (416) 362-8243
+1 (416) 368-5344 (FAX)


Xtierra Inc.
Tim Gallagher
Director
+1 (416) 925-0090


Xtierra Inc.
Alejandro Alaniz
Director Finance & Administration (Mexico)
+52 (492) 925-0804
info@xtierra.ca
www.xtierra.ca

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