News Column

Xtierra Inc.: Conversion of US$1,075,000 Debt to Equity

May 17, 2014



By a News Reporter-Staff News Editor at Investment Weekly News -- Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators ("MI 61-101") and Policy 5.9 of the TSX Venture Exchange.

The issue of the 2015 Notes was considered and approved by the Board of Directors of Xtierra, three of the five members of which are independent. Mr. John Kearney, a director of Xtierra and Chief Executive of Minco and Mr. Lee Graber, a director of Xtierra who is engaged by Pacific Road Capital Management Pty. Ltd. (an adviser to PRRF) declared their respective interests in the transaction and neither voted on nor influenced the Board's deliberations concerning the financing.

The exchange of Convertible Notes for Xtierra shares was pursuant to existing exchange rights contained in the 2009 note purchase agreement.

As the value of the new financing is less than 25% of its current $10,342,589 market capitalization, Xtierra does not intend to complete a formal valuation in accordance with section 5.4 of MI 61-101 based upon Xtierra's reliance on the exemption contained in subsection 5.5(a) of MI 61-101. Minority shareholder approval of the placement will not be sought based upon the exemption contained in subsection 5.7(a) which is applicable in these circumstances. No new control person or insider (as those terms are defined in the policies of the TSX Venture Exchange) will be created as a result of this financing.

Keywords for this news article include: Finance.

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Source: Investment Weekly News


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