/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
ROUYN-NORANDA, QC, Feb. 17,
2023 /CNW/ - X-Terra Resources Inc. (TSXV: XTT)
(FRANKFURT: XTR) ("X-Terra" or the "Corporation") is
pleased to announce that it is arranging a private placement of a
minimum of $1.3 million and up to
$1.5 million of units (the
"Units"), at a price of $0.75
per Unit; (the "Offering").
Each Unit will be comprised of one common share (the "Common
Share") in the capital of the Corporation and one (1) common
share purchase warrant (the "Warrant") of the Corporation.
Each Warrant will entitle the holder thereof to acquire one
additional Common Share at a price of $1.00 for a period of twenty-four (24) months
from the closing date (the "Closing Date") of the Offering.
There is an offering document (the "Offering Document")
related to the Offering that can be accessed under the
Corporation's profile at www.sedar.com and on the Corporation's
website at www.xterraresources.com. Prospective investors should
read this offering document before making an investment
decision.
The net proceeds from the issuance of the Units will be used for
general and administrative purposes and for exploring the
Corporation's mining properties located in the provinces of Québec
and New Brunswick, with a focus on
its lithium properties. Please see the Offering Document for
details on the use of proceeds.
The Corporation has not engaged
a security dealer in connection with
the Offering, however the Corporation may pay finder's
fees and issue finder warrants to any registered dealers
participating in the Offering consisting of: (i) cash finder's fees
of up to 7% of the gross proceeds of the Offering raised through
such registered dealers; and (ii) finder warrants in an amount
equal to up to 7% of the number of Units issued pursuant to the
Offering through such registered dealers, exercisable at a price of
$0.75 per common share for a period
of twenty-four (24) months following the Closing Date.
The Units being offered under the Offering will be
offered to purchasers resident in all provinces and
territories of Canada and in
certain foreign jurisdictions, pursuant to the listed issuer
financing exemption under Part 5A of National Instrument 45-106
– Prospectus Exemptions or in Québec pursuant to Regulation
45–106 – Prospectus Exemptions (collectively, "NI
45-106") (the "Listed Issuer Financing Exemption"). The
Corporation may issue up to an aggregate of 2,000,000 Units
for maximum aggregate gross proceeds of $1,500,000 under the Listed Issuer Financing
Exemption. Units offered under the Listed Issuer Financing
Exemption will not be subject to resale restrictions pursuant to
applicable Canadian securities laws.
The Offering is anticipated to close on or about March 10, 2023, or such later date as the
Corporation may determine. The closing is subject to certain
conditions including, but not limited to, the receipt of all
necessary regulatory and other approvals, including the approval of
the TSX Venture Exchange.
The Corporation has been advised by certain directors and
officers of the Corporation who are related parties as defined in
Policy 5.9 of the TSX Venture Exchange and Multilateral Instrument
61-101 – Protection of Minority Security Holders in Special
Transactions ("MI 61-101") of the fact that they are
considering to participate in the Offering. Any such
participation would be considered a related party transaction,
however the Corporation expects that such transactions would be
exempt from the formal valuation requirement and shareholder
approval requirement of MI 61-101 as the fair market value of any
Units issued to such persons will not exceed 25% of the
Corporation's market capitalization.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities of the
Corporation in the United States.
The securities of the Corporation have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act") or any state securities
laws and may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is
available.
In other news, the Corporation is pleased to announce that it
has reached an agreement (the "Extension") with NBGold Inc.
to amend the option agreements pursuant to which the Corporation
has the option to acquire up to a 70% interest in the Grog and
Northwest properties (the "Properties"), located in in the
province of New Brunswick (see the
press releases of the Corporation dated February 4, 2019 and
April 30, 2019). Under the
Extension, the Corporation has been granted an extension of two
years, until April 30, 2025, within
which time period it is required to complete the exploration
expenditures in order to be able to exercise the option to acquire
an additional 25% interest in the Properties. The Corporation
currently holds a 45% interest in the Properties. No consideration
was paid by the Corporation for the Extension.
About X-Terra
X-Terra Resources is a resource company focused on acquiring and
exploring lithium and precious metals properties in
Canada.
Forward-Looking Statements
This press release contains "forward-looking information" within
the meaning of applicable Canadian and United States securities laws, which is based
upon the Corporation's current internal expectations, estimates,
projections, assumptions and beliefs. The forward-looking
information included in this press release are made only as of the
date of this press release. Such forward-looking statements and
forward-looking information include, but are not limited to,
statements concerning future exploration plans at the Corporation's
mineral properties, including exploration timelines and anticipated
costs; completion of the Offering, the Corporation's expectations
with respect to the use of proceeds and the use of the available
funds following completion of the Offering; raising the minimum or
maximum proceeds of the Offering; completion of the Offering and
the date of such completion, the exercise of the option to acquire
an additional 25% interest in the Properties, and the timing to
exercise or not such option. Forward-looking statements or
forward-looking information relate to future events and future
performance and include statements regarding the expectations and
beliefs of management based on information currently available to
the Corporation. Such forward-looking statements and
forward-looking information often, but not always, can be
identified by the use of words such as "plans", "expects",
"potential", "is expected", "anticipated", "is targeted", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"believes" or the negatives thereof or variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be
achieved.
Forward-looking statements or forward-looking information are
subject to a variety of risks and uncertainties which could cause
actual events or results to differ materially from those reflected
in the forward-looking statements or forward-looking information,
including, without limitation, risks and uncertainties relating to:
general business and economic conditions; regulatory approval for
the Offering; completion of the Offering; changes in commodity
prices; the supply and demand for, deliveries of, and the level and
volatility of the price of gold, lithium and other metals; changes
in project parameters as exploration plans continue to be refined;
costs of exploration including labour and equipment costs; risks
and uncertainties related to the ability to obtain or maintain
necessary licenses, permits or surface rights; changes in credit
market conditions and conditions in financial markets generally;
the ability to procure equipment and operating supplies in
sufficient quantities and on a timely basis; the availability of
qualified employees and contractors; the impact of value of
Canadian dollar and U.S. dollar, foreign exchange rates on costs
and financial results; market competition; exploration results not
being consistent with the Corporation's expectations; changes in
taxation rates or policies; technical difficulties in connection
with mining activities; changes in environmental regulation;
environmental compliance issues; other risks of the mining
industry; and risks related to the effects of COVID-19 as well as
all of the risks described under "Financial Instruments" and "Risk
and Uncertainties" in the Corporation's Annual Report for the
fiscal year ended December 31, 2021,
a copy of which is available on SEDAR at www.sedar.com. Should one
or more of these risks and uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those described in forward-looking statements or
forward-looking information. Although the Corporation has attempted
to identify important factors that could cause actual results to
differ materially, there may be other factors that could cause
results not to be as anticipated, estimated or intended. For more
information on the Corporation and the risks and challenges of its
business, investors should review the Corporation's annual filings
that are available at www.sedar.com. The Corporation provides no
assurance that forward-looking statements or forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
statements and information. Accordingly, readers should not place
undue reliance on forward-looking statements and forward-looking
information. Any forward-looking statement speaks only as of the
date on which it is made and, except as may be required by
applicable securities laws, the Corporation disclaims any intent or
obligation to update any forward-looking information, whether as a
result of new information, changing circumstances, or
otherwise.
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.
