ROUYN-NORANDA, QC, May 1,
2014 /CNW/ - X-Terra Resources Corporation ("X-Terra")
(TSXV: XT) is pleased to announce that it has entered into a
definitive Asset Transfer Agreement with its wholly-owned
subsidiary X-Terra Resources Inc. ("New X-Terra") with
respect to a proposed "spin-out" (the "Spin-Out") of
all of X-Terra's assets (except for 2 million shares of Brownstone
Energy Inc. held by X-Terra and approximately $1.85 million in cash) and all of its liabilities
to New X-Terra. Based on the number of X-Terra common shares
currently issued and outstanding (11,783,069), New X-Terra will
issue 3,927,690 common shares to X‑Terra and X-Terra will
distribute an aggregate of 2,945,842 New X-Terra shares to its
shareholders and will retain 981,948 New X-Terra shares. X‑Terra
has also entered into a definitive Share Exchange Agreement with
Norvista Capital Corporation ("Norvista Capital") and
Norvista Resources Corporation with respect to the proposed reverse
take-over of X-Terra involving Norvista Capital
(the "Reverse Take-Over"), following which the
name of X-Terra will be changed to "Norvista Capital Corporation"
("New Norvista").
After the Spin-Out and Reverse Take-Over, current shareholders
of X-Terra will become shareholders of New X-Terra, which will
carry on X-Terra's current mining exploration business, as well as
shareholders of New Norvista, which will be a natural resources
merchant bank. See X-Terra's press release dated
March 5, 2014 for additional details relating to New X‑Terra,
New Norvista, the Spin-Out and Reverse Take-Over. Further
information is set out in X‑Terra's management information circular
dated April 28, 2014, prepared in connection with the annual
and special meeting of shareholders to be held on May 27,
2014. The management information circular is being mailed to
all X-Terra shareholders and is available under X‑Terra's company
profile on SEDAR at www.sedar.com.
X‑Terra is also pleased to announce that on April 14, 2014,
the TSX Venture Exchange conditionally approved the Spin-Out,
Reverse Take-Over and the listing of New X‑Terra's common shares
and New Norvista's common shares on the TSX Venture Exchange,
subject only to compliance with standard requirements of the TSX
Venture Exchange. Any failure by New X-Terra or New Norvista
to comply with the standard requirements of the TSX Venture
Exchange would result in the New X-Terra common shares and New
Norvista common shares, respectively, not being listed on the TSX
Venture Exchange.
Completion of the Spin-Out and Reverse Take-Over are subject to
a number of conditions, including but not limited to, regulatory
approval, shareholder approval and financing. The Spin‑Out
and Reverse Take-Over cannot be completed unless the required
shareholder approval is obtained. There can be no assurance
that the Spin-Out and Reverse Take-Over will be completed as
proposed or at all. If all conditions for the Spin-Out and
Reverse Take-Over are met, it is expected that the New X-Terra
shares and New Norvista shares will commence
trading on the TSX Venture
Exchange in mid-June 2014, after delivery by New
X-Terra and New Norvista of standard listing documentation to the
TSX Venture Exchange. Both New X-Terra and New Norvista will
issue a press release announcing the date on which their shares
will start trading.
Submission and Acceptance of NI 43-101 Technical
Report
X-Terra and New X-Terra are also pleased to announce that they
have filed on SEDAR a technical report pursuant to National
Instrument 43-101 – Standards of Disclosure for Mineral
Projects in relation to the Lindsay rare earth elements (REE)
property located approximately 125 kilometres south of
Rouyn-Noranda, Québec and
70 kilometres east-northeast of North Bay, Ontario, along the provincial
border, halfway between the Elliot
Lake uranium camp and the Abitibi gold belt.
About X-Terra Resources
X-Terra is a resource company focused on acquiring and exploring
energy properties in Canada. X-Terra has 11,783,069 shares
outstanding, a cash position of $2.1 million and an investment of
2 million shares of Brownstone Energy Inc.
Forward-looking Statements
This news release contains certain forward-looking
statements. These forward-looking statements are subject to a
variety of risks and uncertainties beyond the ability of X-Terra to
control or predict, which could cause actual events or results to
differ materially from those anticipated in such forward-looking
statements, including risks disclosed in filings with the Canadian
securities regulators made by X-Terra. No assurance can be
given that any events anticipated by the forward-looking statements
will transpire or occur, or if any of them do so, what benefits
that X-Terra will derive therefrom. In particular, no
assurance can be given as to whether the proposed Spin-Out and
Reverse Take-Over described in this news release will be
completed. Accordingly, readers should not place undue
reliance on forward-looking statements.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release. Neither 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.
SOURCE X-Terra Resources Corporation