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ROUYN-NORANDA, QC, Oct. 9, 2019 /CNW Telbec/ - X-Terra Resources
Inc. (TSXV: XTT) (FRANKFURT: XTR) is pleased to announce that it
has held a final closing of its previously-announced private
placement at which it issued 1,400,000 federal "flow-through"
common shares at a price of $0.10 per
share, for total maximum gross proceeds of $140,000, 127,272 Quebec "flow-through" common shares at a price
of $0.11 per share, for total maximum
gross proceeds of $14,000, and
5,906,250 units at a price of $0.08
per unit, for aggregate gross proceeds to X-Terra Resources of
$472,500. Each of the 5,906,250 units
is comprised of one common share and one common share purchase
warrant. Each warrant entitles its holder to acquire one additional
common share of X-Terra Resources at a price of $0.13 for a period of three years from the
closing date. X-Terra Resources intends to use the proceeds from
the private placement for exploration on certain of its mining
exploration properties in Québec and New
Brunswick, and for working capital purposes.
X-Terra Resources issued an aggregate of 2,499,999 Quebec "flow-through" common shares at a price
of $0.11 per share, 1,400,000 federal
"flow-through" common shares at a price of $0.10 per share and 12,462,500 units at a price
of $0.08 per unit in the private
placement for aggregate gross proceeds to X-Terra Resources of
approximately $1,412,000.
Fonds de solidarité FTQ and SIDEX, société en commandite
participated in an amount of $100,000
in units each through FIELD-ACTION 2019, an initiative designed to
encourage junior mining companies to perform fieldwork in Québec
while at the same time supporting their working capital.
In connection with the private placement, X-Terra Resources paid
cash commissions to various securities dealers and finders in an
aggregate amount of $27,030. In
addition, X-Terra granted finders' options to Leede Jones Gable
Inc., PI Financial Corp. and Glores Capital Inc. entitling them to
acquire up to an aggregate of 298,045 additional common shares of
X-Terra Resources at a price of $0.13
per share for a period of 18 months.
As a result of the first closing of the private placement, there
are 54,194,220 common shares of X-Terra Resources issued and
outstanding. Under applicable securities legislation, the
securities issued in the private placement are subject to a
four-month hold period, expiring on February
10, 2020.
One director and officer of X-Terra Resources (the "Insider")
purchased 300,000 units for a total consideration of $24,000. The issuance of units to the Insider
constitutes a related party transaction but is exempt from the
formal valuation and minority approval requirements of Multilateral
Instrument 61-101 - Protection of Minority Security Holders in
Special Transactions ("MI 61-101") as X-Terra Resources'
securities are not listed on any stock exchange identified in
Section 5.5(b) of MI 61-101 and neither the fair market value of
the units issued to the Insider, nor the fair market value of the
entire private placement, exceeds 25% of X-Terra Resources' market
capitalization. X-Terra Resources did not file a material change
report with respect to the participation of the Insider at least 21
days prior to the closing of the private placement as the insider
participation was not determined at that time.
About X-Terra Resources Inc.
X-Terra Resources is a resource company focused on acquiring and
exploring precious metals and energy properties in Canada.
Forward-Looking Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of X-Terra Resources, or the
assumptions underlying any of the foregoing. In this news release,
words such as "may", "would", "could", "will", "likely", "believe",
"expect", "anticipate", "intend", "plan", "estimate" and similar
words and the negative form thereof are used to identify
forward-looking statements. Forward-looking statements should not
be read as guarantees of future performance or results, and will
not necessarily be accurate indications of whether, or the times at
or by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur, including additional closings
of the private placement. Forward-looking information is based on
information available at the time and/or management's good-faith
belief with respect to future events and are subject to known or
unknown risks, uncertainties, assumptions and other unpredictable
factors, many of which are beyond X-Terra Resources' control. These
risks, uncertainties and assumptions include, but are not limited
to, those described under "Financial Instruments" and "Risk and
Uncertainties in X-Terra Resources' Annual Report for the fiscal
year ended December 31, 2018, a copy
of which is available on SEDAR at www.sedar.com, and could cause
actual events or results to differ materially from those projected
in any forward-looking statements. X-Terra Resources does not
intend, nor does X-Terra Resources undertake any obligation, to
update or revise any forward-looking information contained in this
news release to reflect subsequent information, events or
circumstances or otherwise, except if required by applicable
laws.
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 the release.
Website: www.xterraresources.com
SOURCE X-Terra Resources Inc.