X-Terra Announces Share Consolidation
X-TERRA ANNOUNCES SHARE
CONSOLIDATION
/NOT FOR DISTRIBUTION TO
UNITED STATES
NEWSWIRE SERVICES OR FOR
DISSEMINATION IN
THE UNITED STATES
/
ROUYN-NORANDA
, QC
,
Feb. 3, 2023
/CNW Telbec/ - X-Terra Resources Inc. (TSXV: XTT)
(FRANKFURT: XTR) ("
X-Terra
" or the "
Corporation
") announces the consolidation of its common
shares on the basis of one post-consolidation common share for every seven pre-consolidation
shares issued and outstanding as of the close of business on
February 2, 2023
. The shares are
expected to begin trading on a consolidated basis on the TSX Venture Exchange on
Wednesday,
February 8, 2023
. The share consolidation was approved by the Corporation's shareholders at the
annual and special meeting held on
August 31, 2022
.
The Corporation shareholders will receive one post-consolidation common share for every seven
pre-consolidation shares held by them. No fractional shares will be issued as a result of the
consolidation. Fractional interests will be rounded to the nearest whole number of shares without any
consideration payable therefor.
The consolidation affects all the Corporation's common shares outstanding on
February 2, 2023
. As
a result, the number of issued and outstanding shares will be reduced to 16,384,087 from
114,688,936, subject to treatment of fractional shares. Each shareholder's percentage ownership in
the Corporation and proportional voting power will remain unchanged, except for minor adjustments
resulting from the treatment of fractional shares. The new CUSIP number for the post-consolidation
shares is 98387W205 and the new ISIN number is CA98387W2058. X-Terra's common shares will
continue to trade under the symbol "XTT" and X-Terra's name will not change.
Shareholders who hold their shares in brokerage accounts or in "street name" are not required to
take any action to effect an exchange of their shares.
Registered shareholders will receive a letter of transmittal from Computershare Investor Services
Inc., the Corporation's transfer agent. The letter of transmittal will contain instructions on how
registered shareholders can exchange their share certificates representing pre-consolidation shares
for new certificates representing post-consolidation shares. Until surrendered, each share certificate
representing pre-consolidation shares will represent the number of whole post-consolidation shares
to which the holder is entitled as a result of the consolidation.
The consolidation will not have any effect on the number of issued and outstanding common share
purchase warrants of the Corporation. However, as a result of the consolidation, the number of
shares issuable upon the exercise of each warrant will be reduced and the exercise price increased,
the whole in accordance with the terms of the instruments governing the warrants.
Management believes that the share consolidation is necessary to provide the Corporation with a
share structure that will better attract capital financing and that will provide for future growth
opportunities.
The share consolidation is subject to final approval from the TSX Venture Exchange.
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 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 the timing for the share consolidation
and the approval by the TSX Venture Exchange. 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, that the share consolidation may adversely affect the market price of
the common shares; the commencement of trading of the consolidated common shares on either or
both of the TSX Venture Exchange may be delayed; the liquidity and market price of the common
shares and X-Terra's ability to raise capital may be adversely affected by the share consolidation;
X-Terra's capital requirements may exceed its current expectations, and all of the risks described
under "Financial Instruments" and "Risk and Uncertainties in X-Terra Resources' Annual Report for
the fiscal year ended
December 31, 2021
, 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.
View original content:
http://www.newswire.ca/en/releases/archive/February2023/03/c0071.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:
CO: X-Terra Resources Inc.
CNW 08:00e 03-FEB-23