ROUYN-NORANDA, QC, Nov.
19, 2018 /CNW Telbec/ - X-Terra Resources Inc. (TSXV:
XTT) (FRANKFURT: XTR) ("X-Terra") is pleased to announce, in
connection with its previously-announced letter of intent, that it
has entered today into a definitive exploration and option
agreement (the "Option Agreement") with NBGold Inc. and
Tim Lavoie (the "Optionors")
pursuant to which X-Terra has an option (the "Option") to
acquire a 100% undivided ownership interest in 34 mining claims
comprising the Grog, Rim, Dome and Bonanza mining properties which
are located approximately 30 kilometres (direct flight) south west
of the town of Campbellton in the
Province of New Brunswick, Canada
(the "Properties").
Pursuant to the Option Agreement, X-Terra may acquire a 100%
undivided ownership interest in the Properties over a three-year
period by making the following payments and incurring mining
exploration expenditures as follows:
- by making cash payments to NBGold in the aggregate amount of
$500,000, a $100,000 of which is payable on the initial
payment date, which is expected to occur on or before
December 15, 2018 (the "Closing Date");
- by issuing an aggregate of 31,500,000 common shares of X-Terra
(the "Shares") to the Optionors, 4,000,000 of which
will be issued on the Closing Date and the balance will be issuable
over a period of 36 months from the signature date of the Option
Agreement. 2,000,000 of these Shares will be issued to Mr.
Tim Lavoie and the remaining Shares
will be issued directly to NBGold shareholders;
- by issuing an aggregate of 10,000,000 common share purchase
warrants of X-Terra (the "Warrants") to NBGold shareholders,
of which 2,000,000 Warrants exercisable at price of $0.15 per share for a period of 18 months will be
issued on the Closing Date. The balance of Warrants will be
issuable over a period of 36 months from the signature date of the
Option Agreement (exercisable over 12 months upon issuance, except
for the last tranche of 4,000,000 Warrants which will be
exercisable over a five years period from their issuance date,
all at a price per share equal to the greater of (i) $0.125 and (ii) the Market Price (as such
term is defined in Policy 1.1 of the TSX Venture Exchange) at the
time of issuance). Each warrant will entitle the holder
thereof to acquire one common shares of X-Terra; and
- by incurring mining exploration expenditures in an aggregate
amount of $5,750,000 over a period of
36 months on the Properties.
Upon completing all of the payments mentioned above, X-Terra
will have a 100% ownership interest in the Properties and the
Properties will be subject to a 2% net smelter return royalty in
favor of the Optionors. X-Terra may, at any time, purchase
50% of the net smelter return royalty from the Optionors for
$10 million. Please refer to
X-Terra's press release dated September 25, 2018 for more
details on the Properties and the Option.
X-Terra also announces that the TSX Venture Exchange
conditionally approved the transaction contemplated by the Option
Agreement, subject only to compliance with standard requirements of
the TSX Venture Exchange and upon the closing of an equity private
placement by X-Terra for a minimum amount of $1.5 million. Any failure by X-Terra to
comply with the standard requirements of the TSX Venture Exchange
and completing the foregoing equity financing would result in the
Option Agreement being terminated.
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, 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 the acquisition of
the Properties, the development of the Properties, or if any of
them do so, what benefits X-Terra will derive from the
Properties. 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's Annual Report for the fiscal year ended
December 31, 2017, 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 does not intend, nor does
X-Terra 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.
SOURCE X-Terra Resources Inc.