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Message: X-Terra Resources Corporation provides an update on its proposed reverse



take-over and "spin-out"

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ROUYN-NORANDA, QC, March 5, 2014 /CNW Telbec/ - X-Terra Resources
Corporation ("X-Terra") (TSXV: XT) is pleased to provide an update on its
previously-announced proposed reverse take-over involving Norvista
Capital Corporation ("Norvista Capital"), an arm's-length Toronto-based private company, and the "spin-out" of
X-Terra's resource properties in a new public company.


On March 4, 2014, X-Terra amended the terms of a letter of intent with
Norvista Capital dated October 3, 2013, as amended on November 29,
2013. The letter of intent, as amended, provides for a proposed
"spin-out" (the "Spin-Out") of substantially all of the assets and all of the liabilities of
X-Terra to a new corporation called X-Terra Resources Inc. ("New X-Terra") and the distribution of the shares of New X-Terra to the shareholders
of X-Terra, as well as for a 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.


Proposed Spin-Out



Pursuant to an Asset Transfer Agreement to be entered into between
X-Terra and New X-Terra, X-Terra will transfer all of its 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. In consideration for such transfer, New X-Terra will
issue to X-Terra a number of New X-Terra common shares equal to
one-third of the number of issued and outstanding X-Terra common
shares. Based on the number of X-Terra common shares currently issued
and outstanding (11,783,069), New X-Terra will issue 3,927,690 New
X-Terra common shares to X-Terra.


X-Terra will distribute 75% of the foregoing New X-Terra common shares
to X-Terra shareholders, on the basis of one-quarter of a New X-Terra
common share for each X-Terra common share held on the record date for
such distribution. The balance of 25% of the New X-Terra common shares
held by X-Terra will be retained by it. Based on the number of X-Terra
common shares currently issued and outstanding (11,783,069), X-Terra
will distribute an aggregate of 2,945,767 New X-Terra common shares to
X-Terra shareholders and will retain 981,923 New X-Terra common shares.


Concurrent with the closing of the Spin-Out, New X-Terra will effect a
private placement of a minimum of 2 million and a maximum of 3 million
New X-Terra common shares at a price of $0.10 per share, for gross
proceeds to New X-Terra of a minimum of $200,000 and a maximum of
$300,000 (the "New X-Terra Private Placement"). Assuming a New X-Terra Private Placement of a minimum of 2 million
New X-Terra common shares, there will be 5,927,690 New X-Terra common
shares issued and outstanding after the closing (6,927,690 shares in
the event of a maximum private placement), of which: (i) X-Terra
shareholders will hold 2,945,767 shares (49.7% for the minimum private
placement and 42.5% for the maximum private placement), (ii) new
investors will hold 2 million shares (3 million shares in the event of
a maximum private placement) (33.7% for the minimum private placement
and 43.3% for the maximum private placement); and (iii) New Norvista
will hold 981,923 shares (16.6% for the minimum private placement and
14.2% for the maximum private placement). New X-Terra will use the
proceeds from the New X-Terra Private Placement for exploration on its
properties, including the Lindsay Property, and for working capital
purposes.


At the closing of the Spin-Out and Reverse Take-Over, all X-Terra stock
options then outstanding will be cancelled, except for 525,000 X-Terra
stock options granted on July 4, 2013 to the current directors of
X-Terra. The 525,000 X-Terra stock options will be amended by
increasing their exercise price from $0.10 to $0.25 per share and
setting their expiry date at one year following the closing date of the
Reverse Take-Over.


As the Spin-Out constitutes a sale or exchange of all or substantially
all the property of X-Terra, X-Terra shareholder approval for the
Spin-Out will be required under section 189 of the Canada Business Corporations Act by way of special resolution.


If the Spin-Out is successfully completed, it is expected that the Board
of Directors of New X-Terra will consist of Martin Dallaire,
Sylvain Champagne, Gerry Feldman, Michael F. Ferreira,
Jean-Francois Madore and Sebastien Bellefleur, and it is expected that
the officers of New X-Terra will consist of Martin Dallaire (Chairman,
President and Chief Executive Officer) and Sylvain Champagne (Chief
Financial Officer and Secretary).


Upon completion of the Spin-Out, New X-Terra intends to be listed on the
TSX Venture Exchange as a Tier-2 Mining Issuer and will carry on the
business currently conducted by X-Terra, that is, acquiring and
exploring rare earth elements (REE) and energy properties in Canada.


Proposed Reverse Take-Over


Norvista Capital is a privately-owned, Ontario-based natural resources
merchant bank formed in 2011. Norvista Capital is currently owned by
Norvista Resources Corporation ("Norvista Resources"). Upon completion of the Reverse Take-Over, New Norvista's business
will be that of a natural resources merchant bank.


In order to effect the Reverse Take-Over, X-Terra, Norvista Capital and
Norvista Resources will enter into a Share Exchange Agreement. The
Share Exchange Agreement will provide that prior to the closing of the
Reverse Take-Over, Norvista Resources will subscribe for 20 million
common shares of Norvista Capital at a price of $0.25 per share, for
proceeds to Norvista Capital of $5 million. The 20 million common
shares will represent the only shares of Norvista Capital then issued
and outstanding.


The Share Exchange Agreement will also provide that at the closing of
the Reverse Take-Over, (i) X-Terra will acquire all of the foregoing
20 million shares in exchange for 20 million X-Terra common shares, as
a result of which Norvista Capital will be a wholly-owned subsidiary of
X-Terra, and Norvista Resources will hold 20 million X-Terra Shares;
(ii) X-Terra and Norvista Capital will amalgamate by way of "vertical
short-form amalgamation" pursuant to the Canada Business Corporations Act under the name "Norvista Capital Corporation" the corporation resulting
from the amalgamation is referred to in this press release as "New
Norvista" and (iii) Norvista Resources will retain a portion of the
20 million New Norvista Shares that it will hold and will distribute
the balance to its approximately 150 shareholders, each of whom is an
"accredited investor" within the meaning of applicable Canadian
securities laws.


Concurrent with the closing of the Reverse Take-Over, New Norvista will
effect a private placement of a minimum of 6 million and a maximum of
32 million New Norvista common shares at a price of $0.25 per share,
for gross proceeds to New Norvista of a minimum of $1.5 million and a
maximum of $8 million (the "New Norvista Private Placement"). Assuming a New Norvista Private Placement of a minimum of 6 million
and a maximum of 32 million New Norvista common shares and based on the
number of X-Terra common shares currently issued and outstanding
(11,783,069), there will be a minimum of 37,783,069 and a maximum of
63,783,069 New Norvista common shares issued and outstanding after the
closing of the New Norvista Private Placement, of which: (i) the
current shareholders of Norvista Resources will hold 20 million shares
(52.9% for the minimum private placement and 31.36% for the maximum
private placement), (ii) X-Terra shareholders will hold 11,783,069
shares (31.2% for the minimum private placement and 18.47% for the
maximum private placement), and (iii) new investors will hold a minimum
of 6 million shares (15.9%) and maximum of 32 million shares (50.2%).
On that basis, New Norvista will have cash of a minimum of $8.35
million and a maximum of $14.85 million, 2 million common shares of
Brownstone Energy Inc. and 981,923 New X-Terra common shares. New
Norvista will use the proceeds from the New Norvista Private Placement
for working capital and to carry out its business plan of investing in
both public and private junior resource companies in the mining sector
and other resource sectors such as oil and gas, and timber.


If the Reverse Take-Over is successfully completed, it is expected that
the Board of Directors and executive management of New Norvista will
consist primarily of the current executive management and Board of
Directors of Norvista Resources Corporation. It is expected that the
Board of Directors of New Norvista will be comprised of
Gerald P. McCarvill, Donald H. Christie, Bruce Durham, Hon. Scott
Brison and G. Edmund King, and that the officers of New Norvista will
be Gerald P. McCarvill (Chairman and Chief Executive Officer),
Donald H. Christie (President and Chief Operating Officer),
Carmelo Marrelli (Chief Financial Officer), and Paul Crath,
Bruce Durham and John Eansor, each of whom will be a Managing Director.


Pursuant to the policies of the TSX Venture Exchange, the Reverse
Take-Over will be subject to X-Terra shareholder approval. Upon
completion of the Reverse Take-Over, New Norvista intends to be listed
on the TSX Venture Exchange as a Tier-2 Investment Issuer and will
carry on business as a natural resources merchant bank.


Completion of the Spin-Out and Reverse Take-Over is subject to a number
of conditions, including but not limited to, the entering into by the
parties of definitive agreements with respect to the Spin-Out and
Reverse Take-Over (such agreements to include representations,
warranties, conditions and covenants typical for transactions of this
nature), regulatory approval, including that of the TSX Venture
Exchange, 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.


Submission and Acceptance of NI 43-101 Technical Report


X-Terra and New X-Terra are also pleased to announce that the TSX
Venture Exchange has reviewed and accepted 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, Quebec 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. The NI 43-101 technical report will be filed on
SEDAR when X-Terra files its Management Information Circular with
respect to the proposed Reverse Take-Over and Spin-Out.


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 $2.12 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.


Completion of the transaction described in this news release is subject
to a number of conditions, including TSX Venture Exchange acceptance
and shareholder approval. The 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 to be prepared in connection with the transaction,
any information released or received with respect to the Reverse
Take-Over and Spin-Out may not be accurate or complete and should not
be relied upon. Trading in the securities of X-Terra should be
considered highly speculative.


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




For further information:



X-Terra Resources Corporation Martin Dallaire, P. Eng. President and Chief Executive Officer Telephone: 819-762-0609 | Fax: 819-762-0097 E-mail: [email protected] Website: http://www.xterraresources.com/">www.xterraresources.com

Norvista Capital Corporation Donald H. Christie, President and Chief Operating Officer Telephone: 416-504-4171 E-mail: [email protected]

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