NXA Inc.
TSX VENTURE : NXI

April 03, 2009 17:03 ET

NXA Inc. Announces Initial Closing of Shares for Debt Transaction

TORONTO, ONTARIO--(Marketwire - April 3, 2009) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

NXA INC. (TSX VENTURE:NXI) ("NXA" or the "Company") announced today that it issued an aggregate of 24,577,802 Common Shares as settlement to certain creditors holding an aggregate debt of $580,754.08 (the "Shares for Debt Transactions"). The Common Shares were issued at a deemed price of $0.02 per share to those creditors at arm's length to the Company and a deemed price of $0.05 per share to certain officers and directors of the Company in repayment of services. The Company's outstanding debt was owed in connection with services rendered by consultants and directors' compensation. The Company is still in discussions with certain creditors holding an aggregate of approximately $132,721 of debt.

Pursuant to the Shares for Debt Transactions, Robert J. Metcalfe, a director of the Company, was issued 1,673,315 Common Shares in settlement of debt in the aggregate amount of $83,665.80 with respect to consulting services and director fees. After giving effect to this transaction, Mr. Metcalfe beneficially holds 2,006,649 Common Shares representing 3.02% of the issued and outstanding Common Shares. If all stock options and warrants held by Mr. Metcalfe were to be fully exercised, then Mr. Metcalfe would beneficially own approximately 4.10% of the Company's Common Shares on a partially-diluted basis.

Pursuant to the Shares for Debt Transactions, Charles J. Lilly, a director of the Company, received 833,315 Common Shares in settlement of debt in the aggregate amount of $41,665.80 with respect to consulting services and director fees. After giving effect to this transaction, Mr. Lilly beneficially holds 1,116,649 Common Shares representing 1.68% of the issued and outstanding Common Shares. If all stock options and warrants held by Mr. Lilly were to be fully exercised, then Mr. Lilly would beneficially own approximately 3.17% of the Company's Common Shares on a partially-diluted basis.

Pursuant to the Shares for Debt Transactions, Perry N. Dellelce, a director of the Company, received 233,317 Common Shares in settlement of debt in the aggregate amount of $11,665.86 with respect to director fees. After giving effect to this transaction, Mr. Dellelce beneficially holds 1,815,894 Common Shares representing 2.74% of the issued and outstanding Common Shares. If all stock options and warrants held by Mr. Dellelce were to be fully exercised, then Mr. Dellelce would beneficially own approximately 5.17% of the Company's Common Shares on a partially-diluted basis.

Pursuant to the Shares for Debt Transactions, Chris G. Tambakis, a director of the Company, received 233,317 Common Shares in settlement of debt in the aggregate amount of $11,665.86 with respect to director fees. After giving effect to this transaction, Mr. Tambakis beneficially holds 649,984 Common Shares representing 0.98% of the issued and outstanding Common Shares. If all stock options and warrants held by Mr. Tambakis were to be fully exercised, then Mr. Tambakis would beneficially own approximately 2.47% of the Company's Common Shares on a partially-diluted basis.

Pursuant to the Shares for Debt Transactions, Wildeboer Dellelce LLP ("WD") located at 365 Bay Street, Suite 800, Toronto, Ontario, acquired an aggregate of 9,428,801 Common Shares as consideration for the repayment of debt owing by the Company in connection with legal services rendered by WD to NXA in the aggregate amount of $188,576.02, including accrued interest. Following completion of the Shares for Debt Transactions, WD holds 9,428,801 Common Shares representing 14.21% of the issued and outstanding Common Shares. The Common Shares were acquired to extinguish debt; at this time, at this time WD does not have any intention to acquire ownership or control over any additional Common Shares. Pursuant to National Instrument 62-103, WD will file an early warning report, a copy of which can be obtained at www.sedar.com or by contacting Kevin Dane at 416-361-3121.

Pursuant to the Shares for Debt Transactions, Caracle Creek International Consulting Inc. ("CCIC") located at 25 Frood Road, Sudbury, Ontario, acquired an aggregate of 12,175,737 Common Shares as consideration for the repayment of debt owing by the Company in connection with consulting services rendered by CCIC to NXA in the aggregate amount of $243,514.74, including accrued interest. Following completion of the Shares for Debt Transactions, CCIC holds 12,175,737 Common Shares representing 18.35% of the issued and outstanding Common Shares. The Common Shares were acquired to extinguish debt; at this time, CCIC does not have any intention to acquire ownership or control over any additional Common Shares. Pursuant to National Instrument 62-103, CCIC will file an early warning report, a copy of which can be obtained at www.sedar.com or by contacting Stephen Wetherup at (604) 637-2050.

The Shares for Debt Transactions are subject to receipt of all necessary approvals from the TSX Venture Exchange. In addition, the Common Shares to be issued pursuant to the Shares for Debt Transactions will be subject to a four-month hold period.

NXA INC.

NXA is a mineral exploration company with mineral properties in British Columbia, Canada. NXA is listed on Tier 2 of the TSX Venture Exchange.

Shares Outstanding: 66,352,357

Neither 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.

Contact Information

  • NXA Inc.
    Robert J. Metcalfe
    President and CEO
    416-400-4457