Quia Resources Inc.
TSX VENTURE : QIA

Quia Resources Inc.

July 07, 2015 11:36 ET

Quia Resources Announces Private Placement, Debt Settlement, and Consolidation

TORONTO, ONTARIO--(Marketwired - July 7, 2015) - Quia Resources Inc. (TSX VENTURE:QIA) ("Quia" or the "Company") announces that it intends to complete a financing, debt settlement, and a share consolidation.

The Company will undertake a financing, (the "Offering"), subject to TSX Venture Exchange ("TSX VENTURE") approval as more fully described below, for aggregate gross proceeds of up to $500,000, issuing up to 50,000,000 units ("Unit") at a price of $0.01 per Unit on a pre-consolidation basis. Each Unit will consist of one (1) common share of the Company (a "Common Share") and one half (1/2) of one share purchase warrant ("Warrant").

Each full Warrant will entitle the holder to acquire one common share of the Company at a price of $0.02 per Common Share on a pre-consolidation basis for a period of 24 months from the closing date, subject to an acceleration clause. If the Common Shares trade at a price of $0.05 or higher, on a pre-consolidation basis, for 20 consecutive trading days, the Company may force conversion by giving 30 day notice to the Warrant holders.

Finder's fees will not be payable in connection with the Offering. The proceeds of the Offering will be used for working capital, ancillary property related obligations, and to satisfy various liabilities to arm's length parties.

In connection with the Offering, the Company also plans to complete a five for one share consolidation at its next shareholders meeting, subject to receiving Shareholder approval. The offering will be subject to TSX VENTURE approval for a financing pursuant to the "Pending Share Consolidation" waiver. All Common Shares issued pursuant to the Offering, and any securities issued pursuant to the exercise of Warrants will be subject to a four-month hold period from the closing date.

The Company will be required to obtain and provide to the TSX VENTURE as a condition to TSX VENTURE acceptance of the financing, written confirmation from shareholders holding not less than 50% (or such lesser amount as may be acceptable to the TSX VENTURE on a case by case basis) of the Issuer's issued and outstanding shares (as to be constituted post-financing) that they will vote in favour of the proposed share consolidation. The waiver is based on evidence of certainty of shareholder approval provided by written confirmation from shareholders holding not less than 50% of the Issuer's issued and outstanding shares (as to be constituted post-financing) that they will vote in favour of the proposed share consolidation.

The Company will undertake to the TSX VENTURE to seek shareholder approval for the share consolidation no later than the earlier of the Issuer's next annual general meeting and six months from the completion of the financing. The Company will also undertake to the TSX VENTURE to give effect to the share consolidation in as expeditious a manner as is possible after receiving the requisite shareholder approval.

The Company has also entered into debt settlement agreements (collectively the "Debt Settlement") to convert $820,261 of debt at a conversion price of $0.06 per Common Share on a post-consolidation basis (being $0.012 on a pre-consolidation basis). The Debt Settlement cannot, under TSX VENTURE rules, close prior to the completion of the Consolidation. The debt conversion will be subject to applicable TSX VENTURE approval at the time. If the Discounted Market Price (as defined in the Exchange policy) at the time of the announcement of the debt settlement after the proposed share consolidation is effected ("the "Debt Settlement Price"), is greater than $0.06 per Common Share on a post-consolidation basis, the Company would either need to renegotiate such Debt Settlements or terminate the Debt Settlement agreements altogether. Of the total debt the Company intends to have converted, $355,970 is being converted by arm's length parties and $464,291 by non-arm's length parties.

About Quia Resources Inc.

Quia Resources is focused on organic fertilizers and holds an option to earn a 65% interest in the Murdock Mountain phosphate property in Nevada.

Forward-Looking Statements

This press release contains or refers to forward-looking information, including statements regarding exploration results, potential mineralization, exploration plans and timing of the commencement of drilling, and is based on current expectations that involve a number of business risks and uncertainties. Factors that could cause actual results to differ materially from any forward-looking statement include, but are not limited to, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry. Forward-looking statements are subject to significant risks and uncertainties, and other factors that could cause actual results to differ materially from expected results. Readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and the Company assumes no responsibility to update them or revise them to reflect new events or circumstances other than as required by law.

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 accuracy of this release.

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