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TSX VENTURE EXCHANGE: TYC.P
TORONTO, Jan. 19 /CNW/ - Taycon Capital Corporation (TSX-V: TYC.P) (the "Corporation"), a capital pool company listed on the TSX Venture Exchange Inc. (the "Exchange"), announced today that it has entered into a subscription agreement (the "Agreement") with Xtierra Inc. ("Xtierra"), a company listed on the Exchange under the symbol "XAG", providing for its participation in Xtierra's proposed private placement (the "Private Placement") which, upon completion, will constitute the Corporation's qualifying transaction pursuant to the policies of the Exchange (the "Qualifying Transaction").
Under the Agreement, the Corporation shall invest all of its available cash reserves (anticipated to be $500,000) in the Private Placement and shall subscribe for units of Xtierra at $0.20 for each such unit (each, an "Xtierra Unit"). The subscription will be made pursuant to the prospectus and registration exemptions under applicable securities regulations. The investment by the Corporation is subject to a number of conditions, including Exchange approval, shareholder approval and due diligence.
Xtierra advises that the Private Placement will be part of a larger private placement financing up to $5,000,000 of Xtierra Units. Each Xtierra Unit will be comprised of one common share of Xtierra (each, an "Xtierra Common Share") and one-half a share purchase warrant (each, an "Xtierra Warrant"). Each whole Xtierra Warrant entitles the holder thereof to purchase one additional Xtierra Common Share at a price of $0.30 for a period of 12 months from the date of issuance of such Xtierra Warrants. The Private Placement is anticipated to close on or about March 31, 2010.
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 Toronto based exploration and development company listed on the TSX Venture Exchange. Xtierra is conducting a feasibility study on its 100% owned Bilbao silver-zinc-copper project in Zacatecas, Mexico. Xtierra's objective is to become a mid-tier producer of precious and base metals through the development of its Bilbao and Laguna projects, both located in the Central Mexican Mineral Belt in the State of Zacatecas, as well as through exploration, organic growth and M & A opportunities.
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 September 30, 2009, Xtierra had assets of $22,784,000 and liabilities of $5,484,000. During the three month period ended September 30, 2009, Xtierra had no revenues and a net loss of $165,000.
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.
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