Taycon Capital Corporation announces proposed qualifying transaction with
Xtierra Inc.
/NOT FOR DISTRIBUTION TO THE
TSX VENTURE EXCHANGE: TYC.P
Under the Agreement, the Corporation shall invest all of its available cash reserves (anticipated to be
Xtierra advises that the Private Placement will be part of a larger private placement financing up to
The Corporation intends to distribute the Xtierra Units held by it to the shareholders of the Corporation on a pro-rata basis as a return of capital (the "Return of Capital") upon completion of the Private Placement. In addition, all options to acquire Common shares of the Corporation will be cancelled upon completion of the Private Placement.
As soon as practicable after the distribution of the Xtierra Units, the Corporation intends to delist its Common Shares from trading on the Exchange and to complete a voluntary dissolution of the Corporation in accordance with section 237(a) of the Business Corporations Act (Ontario) (the "Dissolution").
A special meeting of shareholders of the Corporation (the "Meeting") will be held at which time the shareholders will be asked to vote for or to vote against or withhold from voting for, inter alia, the approval of a resolution approving the investment in Xtierra, the Return of Capital and the Dissolution.
The Corporation and Xtierra anticipate that the Corporation's purchase of Xtierra Units will occur as soon as practicable following approval of the investment by the shareholders of the Corporation at the Meeting after which the Corporation will commence the distribution of Xtierra Units and the Dissolution.
There will be no change in the composition of the board of directors or in the officers of the Corporation or Xtierra as a result of the Qualifying Transaction.
ABOUT XTIERRA INC.
Xtierra Inc. is a
Further information about Xtierra can be found online at www.sedar.com and at www.xtierra.ca.
As at the date of this press release, the outstanding securities of Xtierra consisted of 49,862,003 common shares; options to purchase an aggregate of 2,328,750 common shares, share purchase warrants to purchase an aggregate 9,294,640 common shares and convertible notes in the aggregate principal amount of US$1,250,000, convertible into a maximum of approximately 12,900,000 common shares at current exchange rates.
On the basis of the last filed unaudited financial statements for the three months ended
ABOUT THE CORPORATION
The Corporation is a "capital pool company" in accordance with Exchange policies, and at present, the Corporation does not own any assets other than cash. To date, the Corporation has not conducted any active business operations.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance, shareholder approval of the Corporation, including majority of the minority shareholder approval in accordance with the policies of the Exchange and the closing of the Private Placement. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed transaction and neither the Exchange nor the its Regulation Services Provider (as that term is defined in the policies of the Exchange) has approved nor disapproved the contents of this press release or accepts responsibility for the adequacy or accuracy of this release.
Certain information in this press release may contain forward-looking statements. This information is based on current expectations that are subject to significant risks and uncertainties that are difficult to predict. Actual results might differ materially from results suggested in any forward-looking statements. The Corporation assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those reflected in the forward looking-statements unless and until required by securities laws applicable to the Corporation. Additional information identifying risks and uncertainties is contained in filings by the Corporation with the Canadian securities regulators, which filings are available at www.sedar.com.
%SEDAR: 00025656E
For further information: Morgan Cowl, President, Chief Executive Officer, Taycon Capital Corporation, (416) 704-0660 or [email protected]
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