Xtierra Inc.

Xtierra Inc.

March 01, 2010 17:00 ET

Xtierra Closes $3.955 Million First Tranche of Private Placement

TORONTO, ONTARIO--(Marketwire - March 1, 2010) - Xtierra Inc. (TSX VENTURE:XAG) ("Xtierra" or the "Company"), announces it has closed the first tranche of a previously announced (January 19, 2010) non brokered private placement for gross proceeds of $3.955 million consisting of 19,775,000 units ("Units") at $0.20 per Unit. Each Unit consists of one common share and one-half of a common share purchase warrant, with each whole warrant entitling the holder to purchase one common share at $0.30 for a term of one year.

Xtierra announces that it has also entered into a subscription agreement with GA Capital Corporation, a capital pool company, whereby GA Capital has subscribed for 3.5 million units for aggregate proceeds of $700,000 with the option to purchase up to a further 525,000 units ($105,000) at any time prior to Closing. This is in addition to a prior subscription by TayCon Capital Corporation for 2.5 million Units (with the option to purchase up to a further 125,000 Units ($25,000) at any time prior to Closing. Total gross proceeds from these subscriptions amounts to $1.2 million ($1.33 million if the additional options are exercised) which results in a total placement of $5.155 million or 27,775,000 Units ($5.285 million or 28,425,000 Units if the additional options are exercised). Completion of both of these subscriptions is conditional upon the prior approval of the transaction by the shareholders of the subscribing companies and the acceptance of both transactions by the TSX Venture Exchange as the respective qualifying transactions of GA Capital and TayCon. This subscription will be closed as soon as possible following such approvals which are expected by the end of March, 2010.

Xtierra shares and warrants purchased by GA Capital and TayCon will be distributed to their respective shareholders in proportion to their shareholdings and GA Capital and TayCon will be subsequently dissolved.

The offering has been made available to accredited investors in Canada and eligible international investors. No securities were offered in the United States of America or to United States residents.

In connection with the placement, MGI Securities Inc. received a $21,350 cash finder's fee together with 122,000 Broker Warrants, valid for a period of twelve months, to purchase up to 122,000 Units at $0.20 per share, equal in number to 8% of the shares subscribed for by MGI Securities Inc. clients.

Proceeds of the issue will be used to fund further metallurgical testing and feasibility work on Xtierra's Bilbao silver‐zinc‐copper project in Zacatecas, Mexico, and for expenses of the offering, general corporate purposes and working capital.

All securities issued are subject to a hold period of four months and one day from the date of issue in accordance with applicable securities laws and the requirements of the TSX Venture Exchange.

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 69,637,003 shares issued and outstanding. Xtierra is conducting a feasibility study on its 100% owned Bilbao silver‐zinc‐copper project in Zacatecas, Mexico. Xtierra's objective is to become a mid‐tier producer of precious and base metals through the development of its Bilbao and Laguna projects, both located in the Central Mexican Mineral Belt in the State of Zacatecas, as well as through exploration, organic growth and M & A opportunities.

For further information visit www.xtierra.ca.

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 the accuracy of this release.

Contact Information

  • Xtierra Inc.
    Terence McKillen
    President & Chief Executive
    +1 (416) 362-8243
    Xtierra Inc.
    Tim Gallagher
    +1 (416) 925-0090
    Xtierra Inc.
    Alejandro Alanis
    Director Finance & Administration (Mexico)
    +52 (492) 925-0804