NXA Inc.

January 02, 2007 14:58 ET

NXA Inc. Announces Closing of Financing

TORONTO, ONTARIO--(CCNMatthews - Jan. 2, 2007) -


NXA INC. ("NXA" or the "Company") (NEX:NXI.H), further to its press releases of November 27, 2006 and December 8, 2006, is pleased to announce the first closing of the non-brokered offering (the "Offering") of securities of NXA on December 29, 2006. Pursuant to the Offering, the Company issued 6,263,334 flow through units (the "Flow Through Units"), each such Flow Through Unit comprised of one common share which qualifies as a "flow through share" for purposes of the Income Tax Act (Canada) (a "Flow Through Share") and one non flow-through common share purchase warrant (each, a "Warrant") at a price of $0.06 per Flow Through Unit, as well as 278,333 units (the "Units") comprised of one non flow-through common share and one Warrant at a price of $0.06 per Unit for aggregate gross proceeds of $392,500 . Each Warrant partially comprising the Flow-Through Units and the Units shall be exercisable to acquire one non-flow through common share of the Company for a period of twelve (12) months from the date of issuance of the Warrant at an exercise price of $0.10 per common share.

The Company may complete a second closing of the sale of Units in early 2007, subject to stock exchange and regulatory approvals. The proceeds of the Offering will be used to ensure the Company meets minimum listing requirements of Tier 2 of the TSX Venture Exchange (the "Exchange"), for which the Company has applied. Please see the Company's press releases of November 27, 2006 and December 8, 2006 for further information.

Insiders of the Company participated for greater than 25% of the first closing of the Offering, on the same terms as arm's length investors. The Company has determined that it is eligible for certain exemptions to the formal valuation and majority of the minority shareholder approval requirements under Exchange policies and applicable securities laws. The first closing of the Offering closed within 21 days of the date of filing of a material change report in connection therewith and prior to the 2006 year-end, as the first closing included the sale of Flow Through Shares.


The Company's common shares were listed for trading on the NEX board of the Exchange effective February 23, 2005. Since that time, the Company has been exploring new business opportunities with a view to maximizing shareholder value. On November 27, 2006, the Company announced the acquisition (the "Acquisition") of certain mineral properties in British Columbia, Canada (subject to stock exchange, regulatory and shareholder approvals), its application to graduate to Tier 2 of the Exchange in connection with its Change of Business (as defined in applicable Exchange policies) and the Offering.

Completion of the Acquisition is subject to a number of conditions, including Exchange acceptance and shareholder approval. The transactions contemplated by the Acquisition cannot close until the required shareholder approval is obtained. There can be no assurance that the Acquisition 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 Acquisition, any information released or received with respect to the Change of Business may not be accurate or complete and should not be relied upon. Trading in the securities of NXA should be considered highly speculative.

Shares Outstanding: 16,515,388

The Exchange has in no way passed upon the merits of the proposed Acquisition and has neither approved nor disapproved the contents of this press release.

Contact Information

  • NXA Inc.
    Chuck Lilly
    President and Chief Executive Officer
    (705) 522-2400, ext. 207