Xiana Announces Amendment and Refinancing of Loan Facility with Bluequest

Vancouver, British Columbia–(Newsfile Corp. – July 30, 2019) – Xiana Mining Inc. (TSXV: XIA) (“Xiana” or the “Company“) announces a proposed amendment to its existing secured convertible loan facility (the “Current Bluequest Loan“) with Bluequest Sourcing AG (“Bluequest“).

The Current Bluequest Loan is for the principal amount of up to US$9 million, representing up to US$7 million cash plus capitalized interest is evidenced by a loan agreement entered into on October 24, 2018 (the “Current Bluequest Loan Agreement“). Bluequest has agreed to amend the terms of the Current Bluequest Loan Agreement (the “Amended Bluequest Loan Agreement“) to, among other things, increase the principal amount of the Current Bluequest Loan (the “Amended Bluequest Loan“) by US$3 million and to have the Amended Bluequest Loan cease to be convertible. The additional proceeds from the Amended Bluequest Loan will be used towards expanding production at Minera Altos de Punitaqui (“MAP“).

Until the completion of the Amended Bluequest Loan, Bluequest has agreed to provide Xiana with a bridge loan (the “Bridge Loan” and together with the Amended Bluequest Loan, the “Refinancing Transaction“) in the amount of US$2.21 million (with interest accrued thereon). The Bridge Loan is evidenced by an unsecured promissory note of the Company dated July 29, 2019.

Commenting on the funding and Refinancing Transaction, Carlos Ballon, Chairman & CEO said, “Since the completion of the acquisition of MAP we have focused on developing a long-term sustainable asset and transitioning to maximum production from our own mines. Significant progress has been made on delivering the operational improvements initially outlined. The refinancing and funding transaction bolsters Xiana’s balance sheet in a non-dilutive transaction and removes the potential equity dilution from a potential conversion of the facility. It provides us with enhanced liquidity as we transition to a higher sustainable production level. We are delighted with Bluequest’s support for Xiana and MAP and their continued confidence in the team and asset.”

Amended Bluequest Loan and Bridge Loan

The key amendments to be reflected in the definitive Amended Bluequest Loan Agreement will be as follows:

  • The principal amount of the Amended Bluequest Loan will be increased by US$3.0 million for a total facility of US$10 million.
  • The principal amount of the Amended Bluequest Loan will be available to Xiana for drawdown in the following tranches:
    • US$2.85 million was drawn by Xiana concurrent with the closing of the MAP acquisition in 2018 in order to satisfy the acquisition consideration;
    • US$2.50 million will be available to be drawn by Xiana in respect of the acquisition consideration due to Glencore plc in November 2019; and
    • US$4.65 million will be available in respect of working capital requirements, of which US$1.65 million was drawn by Xiana in November 2018. Approximately US$2.21 million will be used to repay the Bridge Loan upon execution of the Amended Bluequest Loan Agreement. US$338,863 will be used to repay the accrued interest on the Current Bluequest Loan as of 30 June 2019 with the remaining proceeds available to the Company upon request.
  • Access to the additional funds available for working capital requirements is subject to, mutual agreement between the parties.
  • The Amended Bluequest Loan will cease to be convertible into units of the Company.
  • The Amended Bluequest Loan will have a final repayment date (“Final Repayment Date“) which will be 12 months from the execution of the Amended Bluequest Loan Agreement and satisfaction of certain conditions precedent (the “Amendment Closing Date“), subject to extension for further 24 months, provided that, amongst other customary conditions, no event of default has occurred and Xiana has complied with its other obligations under the Amended Bluequest Loan Agreement.
  • The principal amount of the Amended Bluequest Loan outstanding from time to time will be amortized linearly and be repaid in equal instalments on the last business day of each calendar quarter end month starting on the date falling after 12 months from the Amendment Closing Date until all outstanding principal amount of the Amended Bluequest Loan has been repaid (it is assumed that the Final Repayment Date is extended).
  • All interest accrued between 30 June 2019 and the Amendment Closing Date shall be paid in cash on the last business day of September 2019.
  • From the Amendment Closing Date until the Final Repayment Date, the Amended Bluequest Loan will carry an interest rate of USD 3-month LIBOR + 7% per annum, subject to a floor of 9%, where 3-month LIBOR will be fixed on the first day of each calendar quarter, with interest payable quarterly.
  • The Amended Bluequest Loan will continue to be secured by a pledge over the shares of Xiana Chile SPA, the shares of MAP, the intercompany loans held by Xiana’s subsidiaries (to the extent relevant) and substantially all of MAP’s assets.
  • Bluequest will be issued a loan bonus of 3,000,000 common shares of the Company in consideration for the proposed amendments agreed to by Bluequest under the terms of the Amended Bluequest Loan Agreement, which includes, among other things, the removal of the ability of Bluequest to convert the loan into units of the Company and the potential change of control resulting from such conversion.

Additional Items

The completion of the Refinancing Transaction is subject to the approval of the TSX Venture Exchange (the “TSXV“) and the satisfaction of any conditions which the TSXV may impose. All securities issued under the Amended Bluequest Loan will be subject to a hold period of four months and a day from the date of issuance under applicable securities laws.

Qualified Person

The scientific and technical information contained in this news release has been reviewed and approved by Robert Baxter (FAusIMM), a Director of Xiana Mining Inc. and a qualified person as defined by National Instrument 43-101. Mr. Baxter is not independent of the Company.

About Xiana Mining Inc.

Xiana Mining is a TSX Venture Exchange listed mining company focused on its producing operations and development properties in Region IV, Chile. Xiana acquired ownership of 100% of Minera Altos de Punitaqui (“MAP”) from Glencore plc in November 2018. MAP is comprised of four producing copper-gold mines, a 3,600 tpd concentrator and associated infrastructure.

Since the closing of the acquisition, Xiana has quickly moved towards executing an optimisation plan aimed at reducing costs, extending mine life and improving profitability.

MAP owns a total land package of 11,838 hectares in Region IV comprised of exploration and exploitation concessions. Xiana is focussed on proving up the district scale potential of MAP’s properties which will continue to provide sustainable feed for the concentrator and provide sustainable and increased production growth in the medium term at low cash costs.

Xiana is also engaged in the ongoing evaluation of producing and development stage mineral resource opportunities on an ongoing basis. The Company’s common shares are listed on the TSX Venture Exchange under the symbol XIA. For more information about the company please visit www.xianamining.com


Carlos Ballon

Carlos Ballon, Chairman & CEO

For further information please contact:

Rita Adiani
Executive VP, Head of Business Development
Telephone: +1 (604) 306-1403
E-mail: [email protected]

Anton (Tony) Drescher
Chief Financial Officer
Telephone: +1 (604) 685-1017
E-mail: [email protected]

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This press release may contain forward looking statements within the meaning of applicable Canadian securities legislation, including without limitation statements concerning completion of the Refinancing Transaction, execution of the Amended Bluequest Loan Agreement, future plans and objectives or expected results in respect of mine optimization, cost reduction and profitability. The Refinancing Transaction, including the Amended Bluequest Loan, may not be completed if required approvals or some other condition to closing is not satisfied. The closing of the Refinancing Transaction, including the Amended Bluequest Loan, could be delayed if Xiana is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Refinancing Transaction, including the Amended Bluequest Loan, will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Refinancing Transaction, including the Amended Bluequest Loan, will not be completed within the anticipated time or at all. Although Xiana believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Xiana can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, whether actual results, performance or achievements will conform to the Company’s expectations and predictions is subject to a number of known and unknown risks, uncertainties, assumptions and other factors. There is no assurance that forward looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward looking statements. Accordingly, readers should not place undue reliance on forward looking statements. The forward looking statements contained in this press release are made as of the date hereof and Xiana undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/46625

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