NXA Inc.

December 08, 2006 18:08 ET

NXA INC. Updates Financing

TORONTO, ONTARIO--(CCNMatthews - Dec. 8, 2006) -


NXA INC. ("NXA" or the "Company") (NEX:NXI.H), further to its press release of November 27, 2006 announcing the acquisition (the "Acquisition") of certain mineral properties (the "Property") in British Columbia, Canada (subject to stock exchange, regulatory and shareholder approvals), its application to graduate to Tier 2 of the TSX Venture Exchange (the "Exchange") in connection with its Change of Business (as defined in applicable Exchange policies) and a private placement offering of securities (the "Offering"), is pleased to provide an update on the Offering. NXA had previously announced that it was offering common shares which qualify as "flow through shares" (the "Flow-Through Shares") for purposes of the Income Tax Act (Canada) as well as units comprised of one non flow-through share and one non-flow through common share purchase warrant (each, a "Warrant"). NXA has determined that it is in the best interests of the Company to add a Warrant to its offering of Flow-Through Shares such that it will offer flow-through units (the "Flow Through Units") comprised of one Flow-Through Share and one Warrant at a price of $0.06 per Flow Through Unit, and will also continue to offer units ("Units") consisting of one non flow-through common share and one Warrant at a price of $0.06 per Unit. Each Warrant partialy 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 (rather than twenty four (24) months as previously announced) from the date of issuance of the Warrant at an exercise price of $0.10 per common share. The Offering is expected to raise aggregate gross proceeds of a minimum of $200,000 and a maximum of $500,000. The proceeds of the Offering will be used to ensure the Company meets minimum listing requirements of Tier 2 of the Exchange, which include funding of a recommended work program on the Property as set out in a technical report to be filed upon receipt of all required regulatory approvals, property maintenance fees, general administrative expenses and general working capital.

It is expected that insiders of the Company will be participating for greater than 25% of the Offering, on the same terms as arm's length investors. The Company expects that it will be eligible for certain exemptions to the formal valuation and majority of the minority shareholder approval requirements under Exchange policies and applicable securities laws. The Offering may close within 21 days of the date of filing of a material change report in connection with the closing, if management of NXA determines it is reasonable or necessary in the circumstances.


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.

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: 9,973,721

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