NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN UNITED STATES

X-Tal Minerals Corp. (TSX VENTURE:XMT.H) (the "Company") is pleased to announce
that, further to its press release dated November 18, 2010, it has closed its
$11.5 million private placement financing (the "Offering"). The financing is
being conducted in conjunction with the Company's announced merger (the
"Transaction") with American Eagle Resources, Inc. ("AME").


The Company engaged MGI Securities Inc. and PI Financial Corp. as agents (the
"Agents") in connection with the financing and in addition, the Company also
concluded a portion of the financing on a non-brokered basis. The financing
consisted of 10,000,000 subscription receipts (the "Subscription Receipts")
priced at $1.00 per Subscription Receipt for gross proceeds of $10,000,000. In
addition, the Agents fully exercised the option granted to them by the Company
to sell an additional 1,500,000 Subscription Receipts at the same issue price
for additional gross proceeds of $1,500,000.


Upon completion of the Transaction, each Subscription Receipt will automatically
be exercised into one unit of the Company. Each unit will consist of one common
share and one half of one share purchase warrant of the Company, with each whole
warrant entitling the holder to purchase one common share of the Company at a
price of $2.00 for a period of 12 months following the closing of the Offering.
The Subscription Receipts and the underlying common shares and warrants will be
subject to a four month hold period expiring on April 22, 2011. The gross
proceeds of the financing, less certain fees, costs and expenses of the Agents,
will be held in escrow pursuant to the terms of a subscription receipt indenture
entered into between the Company, the Agents and Computershare Trust Company of
Canada, and will be released to the Company, less the Agents' fees, upon the
completion of the Transaction. The Transaction is subject to TSX Venture
Exchange. Unanimous shareholder approvals were obtained at the shareholder
meetings of the Company and of AME held on December 21, 2010.


The Company has agreed to pay cash commissions of up to 6% of the gross proceeds
raised under the Offering with the assistance of the Agents, and issue agent's
warrants of up to 6% of the number of Subscription Receipts sold under the
Offering with the assistance of the Agents, as well as certain additional costs
and expenses payable to the Agents.


ON BEHALF OF THE BOARD OF DIRECTORS

Walter H. Berukoff, Chairman

This press release is not an offering of securities for sale in the United
States. The subscription receipts and their underlying securities have not been
registered under the U.S. Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an exemption from
the registration requirements of that Act.


Abacus Mining and Explor... (TSXV:AME)
Historical Stock Chart
From May 2024 to Jun 2024 Click Here for more Abacus Mining and Explor... Charts.
Abacus Mining and Explor... (TSXV:AME)
Historical Stock Chart
From Jun 2023 to Jun 2024 Click Here for more Abacus Mining and Explor... Charts.