TORONTO, Aug. 26 /CNW/ - Antamena Capital Corp. (TSXV - symbol ANT.P), a
capital pool corporation, is pleased to announce the completion of its
Qualifying Transaction with Orca Minerals Limited ("Orca") of Toronto. The
agreed change of Antamena's name to XTIERRA RE
SOURCES LIMITED ("Xtierra") and
the contemporaneous one-for-two share consolidation of its issued shares will
be completed as soon as possible.
About Orca Minerals Limited
Orca, a wholly-owned subsidiary of Minco plc. (London AIM market - symbol
MIO) incorporated in Ontario on July 17, 2007, is a natural resource company
with the primary business objective of exploring for and developing base and
precious metals deposits on properties in which it holds interests located in
and around the Central Mexican Silver Belt in the States of Zacatecas and San
Luis Potosi, Mexico (the "Properties"). The Company expects to initiate at the
earliest opportunity feasibility studies on its Bilbao and Laguna Properties
and, if warranted, to advance to commercial production.
The Central Mexican Silver Belt generated the bulk of Mexico's silver
production from the early colonial period to the present day and hosts many
world class silver and base metal deposits. Orca's Properties consist of:
- the Bilbao project, a polymetallic sulphide and oxide replacement
prospect upon which Orca has recently completed a 14 hole in-fill
drill programme to upgrade the existing resource into compliance with
- the La Laguna Pedernalillo (Laguna) tailings project, a silver-gold-
mercury tailings reprocessing project upon which Micon International
completed a bankable feasibility study in 2006, and produced a
revised estimate of Proven and Probable reserves of 6,799,000 tonnes
at 57.92g/t silver, 0.31g/t gold and 328.92g/t mercury in February
- over 18,000 hectares of exploration properties in three groupings
identified as the Villa de Ramos, El Morro and Milagros Properties in
the Panfilo Natera Mining District of Zacatecas and neighbouring San
Luis Potosi, in the general vicinity of the Bilbao Project.
Orca has completed $8.8 million in three private placement financings of
special warrants since September 2007.
Complete details of Orca's property holdings, their geology, past work
and prospects are contained in Antamena's filing statement dated
August 14, 2008 and in technical reports on each of the above properties
prepared in accordance with National Instrument 43-101 - Standards of
Disclosure for Mineral Projects of the Canadian Securities Administrators
available on www.SEDAR.com.
The Qualifying Transaction
The Qualifying Transaction has been completed pursuant to a merger
agreement (the "Merger Agreement") dated May 29, 2008, among Antamena, Orca
and 1770082 Ontario Limited ("Subco"), a wholly-owned subsidiary of Antamena.
The Merger agreement provides that Antamena will change its name to XTIERRA
SOURCES LIMITED and consolidate its 4,500,000 outstanding common shares on a
one-for-two basis into 2,250,000 post-consolidation shares and Subco and Orca
will amalgamate to form a new corporation to be named Orca Minerals Limited.
Effective upon completion of the Qualifying Transaction:
- The newly-amalgamated Orca Minerals Limited will be a wholly-owned
subsidiary of Xtierra;
- Each of the 17,612,000 previously issued special warrants of Orca
will become equity securities of Xtierra and will be automatically
exercised immediately thereafter resulting in the issue of an
aggregate of 17,612,000 Xtierra Shares and 8,806,000 warrants to
purchase Xtierra Shares;
- all outstanding options to purchase Orca shares and Antamena shares
(after adjustment for the one-for-two consolidation) will be
exchanged for options to purchase Xtierra Shares upon the same terms;
- Xtierra will be a subsidiary of Minco plc. which will hold 30,000,003
Xtierra shares (60.1%) of Xtierra Minco plc.
In addition to the holdings of Minco plc., a further 22.6% of the issued
shares of Xtierra will be held by the Pacific Road group of funds which are
managed or advised by Pacific Road Capital Management Pty. Limited ("PRCM") of
Sydney, Australia. Xtierra will have 49,862,003 shares outstanding.
The new management team of Xtierra will consist of John F. Kearney,
Chairman, Terence N. McKillen, President and Chief Executive Officer,
Danesh Varma, Chief Financial Officer and Neil J. F. Steenberg, Secretary. The
Board of Directors will consist of John F. Kearney, Terence N. McKillen,
Neil J. F. Steenberg, Lee Graber and Tim Gallagher.
Full details of the Qualifying Transaction and the experience and
qualifications of management and the Board are contained in Antamena's filing
statement dated August 14, 2008 and available on www.SEDAR.com.
Shares of Xtierra will commence trading under the symbol XAG on Tier 1 of
the TSX Venture Exchange following the issue of the Exchange's final bulletin
after filing of remaining documentation. Filings will be completed within the
next 2 days. Letters of Transmittal will be sent to all current registered
shareholders Antamena as soon as possible requesting that they send in all the
certificates representing their shares of Antamena to be exchanged for
post-consolidation shares of Xtierra.
This press release contains forward-looking statements which reflect the
Company's current expectations regarding future events. The forward-looking
statements involve risks and uncertainties. Actual results could differ
materially from this projected herein. Although we believe that our
expectations are based on reasonable assumptions, we can give no assurance
that our expectations will materialize.
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the content of this
For further information:
For further information: Terence N. McKillen, President & Chief
Executive, (416) 362-8243 - ext. 4102, Email: email@example.com; Tim Gallagher,
(416) 925-0090, Email: firstname.lastname@example.org