X-Terra Announces Closing of Private Placement of Units /
X-TERRA ANNOUNCES CLOSING OF
PRIVATE PLACEMENT OF UNITS
/
NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
ROUYN-NORANDA, QC
,
March 7, 2023
/CNW/ - X-Terra Resources Inc. (TSXV: XTT)
(FRANKFURT: XTR) ("
X-Terra
" or the "
Corporation
") is pleased to announce that it has completed
the closing of its previously announced non-brokered private placement (the "
Offering
") pursuant to
which the Corporation issued an aggregate of 2,000,000 units (the "
Units
"), at a price of
$0.75
per
Unit, for gross proceeds to the Corporation of
$1,500,000
.
Each Unit is comprised of one common share of the Corporation (a "
Common Share
") and one (1)
common share purchase warrant (a "
Warrant
") of the Corporation. Each Warrant will entitle the
holder thereof to acquire one additional Common Share at a price of
$1.00
until
March 7, 2025
.
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
.
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 Units were issued to purchasers 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
"). Units offered under the Listed Issuer Financing Exemption are not subject to resale
restrictions pursuant to applicable Canadian securities laws.
The Corporation has not engaged a security dealer in connection with the Offering and no finder's
fees or commissions were paid in connection with the Offering.
As a result of the closing of the Offering, there are now 18,428,372 Common Shares issued and
outstanding. The Offering is subject to final acceptance by the TSX Venture Exchange.
Two insiders of X-Terra (collectively, the "
Insiders
") purchased an aggregate of 28,375 Units for
total consideration of
$21,281.25
, as follows: (i)
Sylvain Champagne
, the Chief Financial Officer and
a director of X-Terra purchased 1,708 Units for a total consideration of
$1,281
(representing 0.01%
of the issued and outstanding common shares of the Corporation following the closing of the
Offering) and (ii) JKP Holding Ltd., a company controlled by
Jordan Potts
, a director of X-Terra
purchased 26,667 Units for a total consideration of
$20,000
(representing 0.16% of the issued and
outstanding common shares of the Corporation following the closing of the Offering). Under policies
of the TSX Venture Exchange, the securities issued to Messrs. Champagne and Potts are subject to
a four-month hold period, expiring on
July 8, 2023
.
Immediately after the closing of the Offering, (i) Mr. Champagne owned, directly and indirectly, or
exercise control over 85,707 common shares and 203,568 stock options of the Corporation and (ii)
Mr. Potts owned, directly and indirectly, or exercise control over 37,381 common shares and 42,857
stock options of the Corporation.
Each of the Insiders is considered a "related party" and an "insider" of the Corporation for the
purposes of applicable securities laws and stock exchange rules. The subscription and issuance of
Units to each of the Insiders constitute 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 the Corporation's 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 each of the Insiders, nor the fair market value of the entire Offering,
exceeds 25% of the Corporation's market capitalization. The Corporation did not file a material
change report with respect to the participation of the Insiders at least 21 days prior to the closing of
the Offering as the Insiders participation was not determined at that time.
Messrs. Champagne and Potts, each of whom is a director of the Corporation (collectively, the
"
Non-Independent Directors
"), have disclosed their interest to the Board of the Directors of the
Corporation pursuant to Section 120 of the
Canada Business Corporations Act
to the effect that
they may participate in the Offering and subscribe to Units. The terms of the Offering and the
agreements relating thereto were submitted to and unanimously approved by way of a resolution
adopted by all the directors of the Corporation other than the Non-Independent Directors. The Non-
Independent Directors did not vote on the resolution to approve the Offering and the agreements
relating thereto. The directors of the Corporation, other than the Non-Independent Directors,
determined that the Offering was in the best interest of the Corporation.
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 offered pursuant
to the Offering 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.
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; the Corporation's expectations with respect to the use of proceeds
and the use of the available funds following completion of the Offering; the exercise of the option to
acquire an additional 25% interest in the Grog and Northwest properties located in the province of
New Brunswick
, 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.
View original content:
http://www.newswire.ca/en/releases/archive/March2023/07/c4047.html
%SEDAR: 00035962E
For further information:
X-Terra Resources Inc., Michael Ferreira, President and Chief Executive
Officer, 147 Québec Avenue (back door), Rouyn-Noranda, Québec, J9X 6M8, E-mail:
[email protected], Website: www.xterraresources.com
CO: X-Terra Resources Inc.
CNW 17:19e 07-MAR-23