TSX VENTURE EXCHANGE: TYC.P
TORONTO, April 8 /CNW/ - TayCon Capital Corporation (the "Corporation"), a capital pool company, is pleased to announce the completion of its previously announced qualifying transaction (the "Qualifying Transaction") with Xtierra Inc. ("Xtierra"), subject to receipt of final approval from the TSX Venture Exchange Inc. (the "Exchange").
Pursuant to the Qualifying Transaction, the Corporation completed a subscription of units (the "Xtierra Units") in the capital of Xtierra in the aggregate amount of $500,000. The subscription price for each Xtierra Unit was $0.20 per unit. Each Xtierra Unit consists of one common share and one-half share purchase warrant (the "Warrant"). Each whole Warrant entitles the holder to purchase one Xtierra common share at a price of $0.30 for a period of 12 months.
The Qualifying Transaction remains subject to the Corporation filing final documentation with the Exchange.
The approval of a majority of the minority of the Corporation shareholders for the Qualifying Transaction was obtained at the special meeting of shareholders of the Corporation held on March 31, 2010. In connection with the approval of the Qualifying Transaction, the shareholders of the Corporation also approved the reduction of stated capital and voluntary dissolution of the Corporation.
The Corporation has distributed all of the securities underlying the Xtierra Units to the shareholders of the Corporation of record as of March 1, 2010. Each shareholder of record will receive approximately 59 Xtierra Units for each 100 common shares of the Corporation held by them.
The common shares of the Corporation will remain halted pending final Exchange approval of the Qualifying Transaction and the issuance by the Exchange of a Final Exchange Bulletin. Upon final approval, the Corporation will be delisted and dissolved and all outstanding equity rights in the Corporation will be cancelled. Any securities of Xtierra distributed to shareholders of the Corporation whose securities of the Corporation have been held in escrow will also be held in escrow under the same terms and conditions as such securities of the Corporation.
Additional details regarding the Qualifying Transaction, return of capital to the shareholders and the dissolution are available in the management information circular of the Corporation dated March 1, 2010, which has been filed with the Exchange and is available on SEDAR at www.sedar.com.
Cautionary Note Regarding Forward-looking Statements
This news release contains forward-looking statements that involve risks and uncertainties that could cause the results of the Corporation to differ materially from management's current expectations. Actual results may differ materially due to a number of factors including, among others: the sale and issuance of additional Xtierra units in the private placement, the timing of the return of capital to the shareholders and the dissolution of the Corporation. The matters discussed in this news release also involve risks and uncertainties described in the Corporation's documents filed from time to time with the Canadian securities regulatory authorities. The Corporation assumes no obligation to update the forward-looking information contained in this new release.
THE TSX VENTURE EXCHANGE INC. HAS NOT REVIEWED AND DOES NOT ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
SOURCE TAYCON CAPITAL CORPORATION
For further information: For further information: Morgan Cowl, President, Chief Executive Officer, TayCon Capital Corporation, (416) 704-0660 or firstname.lastname@example.org