X-Terra Resources signs Letter of Intent to acquire 100% interest in properties in New- Brunswick on which a grab sample has returned high grade gold The acquisition encompasses four mining properties, including the new gold discovery made
X-Terra Resources signs Letter of Intent to
acquire 100% interest in properties in New-
Brunswick on which a grab sample has
returned high grade gold
The acquisition encompasses four mining properties, including the new gold discovery made
on the Grog Brook gold property near
Saint-Quentin
in New Brunswick. The grab sample
analytical result shows 1,315 g/t Au. The grab samples are selected samples and are not
necessarily representative of the mineralization hosted on the whole property.
ROUYN-NORANDA, QC
, Sept. 25, 2018 /CNW Telbec/ - X-Terra Resources Inc. (TSXV: XTT)
(FRANKFURT: XTR) ("
X-Terra
") is pleased to announce it has signed a Letter of Intent on
September 23, 2018 (the "
Letter of Intent
") with a private company and a prospector
(the "
Optionors
") to explore large property packages in the Province of New Brunswick. Upon
signing of a definitive formal agreement with the Optionors, X-Terra will have the exclusive right to
acquire a 100% undivided ownership interest in 34 mining claims comprising four mining properties
located approximately 30 kilometres (direct flight) south west of the town of
Campbellton
in the
Province of New Brunswick,
Canada
(the "
Properties
").
Certain of these 34 mining claims are comprising part of the newly discovered Grog Brook gold
system and the RIM target within the Grog Brook gold system yield a sample with 1,315 g/t Au and
85 g/t Ag. A Duplicate gave 1,230.42 g/t Au, (Tim Lavoie Prospection report January 17, 2017 –
Grab sample #0969067). A total of 20 samples were taken during that prospection campaign,
grading from 5 ppb to 1,315 g/t Au. The grab sample grading 1,315 g/t Au was selected from the
RIM vein where visible gold was also present.
The grab samples are selected samples and are not necessarily representative of the mineralization
hosted on the whole property.
This 2017 high grade sample on the RIM vein is exceptionally high, similar to the 677 g/t Au collected
by Fancamp in 2015. A total of nine grab samples collected by Fancamp in 2015 on the RIM vein
range from 0.07 g/t Au to 677 g/t Au. The work was done with site visit of the provincial resident
geologist of New Brunswick, Mr.
Jim Walker
. The Grog Brook gold system is located east-north-
east of the town of
Saint-Quentin
in New Brunswick. On the Grog Brook Property gold is
disseminated in felsic porphyritic dykes, shear zones and quartz veining, hosted by meta
sedimentary rocks (sandstone / conglomerates) with instance sericitization and hematization yielding
samples up to 3.7 g/t Au in Trench TR-17-3 sample #425103 (a total of 44 grab samples in 14
trenches were collected with grades ranging from 0 to 3.7 g/t Au). Mineralized dykes and shears
can be followed up to 600 metres in a roughly N-S trend. At approximately 20 kilometres to the
South-West of the Rim, Dome and Bonanza prospect forming part of the Properties, visible gold is
associated to decimetric quartz veins in sedimentary rocks. Most of the land between the Grog
Brook gold system and the Rim, Dome and Bonanza properties remained unexplored.
The Qualified person has verified the data disclosed by reviewing the reports, the certificate of
analysis, the sample location and have taken limited independent samples that show the presence of
high grade gold values as well as lower grades of economic interest at Grog and RIM. The
mineralization associated with quartz veining in the field at Dome and Bonanza was inspected during
site visit and no independent samples were taken at these two sites as one trench was covered and
the other was filled with water. The excavated rock aside demonstrates the presence of
mineralization.
"X-Terra is extremely pleased to have signed this Letter of Intent with the Optionors. This is a great
opportunity for X-Terra and its shareholders to participate in the excitement coming out of one of the
newest, active exploration districts in mining and exploration friendly New Brunswick, where
trenching permits can be obtained quickly. This transaction will allow X-Terra to expand its portfolio
of properties" said
Michael Ferreira
, President and Chief Executive Officer of X-Terra." Mr. Ferreira
concludes, "On behalf of the Board of Directors and the management, X-Terra would like to express
its sincere thanks to all our loyal shareholders and investors for their patience and continued
support".
About the Saint-Quentin Region:
New Brunswick has long been a leading mining jurisdiction with the Bathurst Mining Camp hosting 46
known mineral deposits. With the richness of the Bathurst Camp located approximately 100
kilometres east of the town
Saint-Quentin
in New Brunswick. Very little mining exploration activity
has been conducted in the
Saint-Quentin
region.
Properties Highlights:
The Grog Brook Property
The Grog Brook Property was discovered in 2015 by two prospectors,
Tim Lavoie
and
Pierre-Luc
Guitar
, after logging was carried out by a private company on Crown land. In 2016, the prospectors
dug the first trenches; all samples returned showing a positive result for gold. They presented the
Grog Brook project to the public for the first time during the PDAC in 2017. During the summer and
fall of 2017, the Optionors carried out an exploration campaign which included soil sampling and
trenching to confirm the extent of the mineralization.
The Grog Brook Property is comprised of 182 claim units covering an area of approximately 4,000
hectares and is located 62 kilometres northeast of the town of
Saint-Quentin
in New Brunswick. The
Grog Brook Property geology is essentially composed of heavily deformed meta-sediments
(siltstone, sandstone and conglomerates) where gold mineralization is found in mineralized
porphyritic felsic dykes, shear zone and quartz veining. The main dyke which measures up to 10
metres in width is altered, sheared and mineralized. The dyke has been trenched over a strike length
of 600 metres and remains open to the north and south. A sub-parallel mineralized shear zone was
located approximately 150 metres west of the mineralized dyke during the 2017 work program
conducted by the Optionors. The shear zone displays vuggy quartz brecciation with sulfidation and
sericite alteration. Gold grades to date have graded up to 3.70 g/t Au in Trench TR-17-3 sample
#425103. The mineralized shear zone itself has been traced over three kilometres north-south and
remains open in both directions. The east-west extent of the shearing is still undetermined as is its
subparallel strike to the regional scale McKenzie Fault. Mineralized limestone (skarn) is present
along the fault.
The Rim Property
The Rim Property is comprised of 89 claim units covering approximately 1,958 hectares located 14.5
kilometres north east of the town of
Saint-Quentin
. The Rim Property hosts, what is believed to be
the highest gold grade samples ever discovered in the province of
New Brunswick
at 1,315 g/t Au
hosted within a quartz vein also containing disseminated grains of pyrite, chalcopyrite and galena.
The Dome and Bonanza Properties
The Dome and Bonanza Properties are two adjacent properties comprised of 256 claim units
covering approximately 4,100 hectares located 10 kilometres north east of the town of
Saint-
Quentin
, referred to collectively as the Northwest Property. The Northwest Property lies on a three-
by-four-kilometre gold anomaly as outlined by a 2005 regional basal till soil survey
ParkHill
2005-04
regional survey. On the east end of that anomaly two quartz veins displaying visible gold nuggets
have been identified. The two veins known as Dome and Bonanza are located 100 metres apart and
both host gold nuggets and their respective fire assays results returned up to 57 g/t Au and 493 g/t
Au. (Report of work for SLAM & Tim Lavoie
Nov 14
th
2012 by
Kim Klaussen
&
Sara Lloyd P.Geo
–
Analysis by ACTLABS). Both veins have shown evidence of shearing.
Summary of the terms of the proposed transaction:
The terms of the Letter of Intent provide for the entering into a definitive agreement, subject to
regulatory approval, including that of the TSX Venture Exchange ("
TSXV
") by
November 30, 2018
.
The following is a summary of the proposed terms of the option, as set out in the Letter of Intent:
Over a period of three years, X-Terra will have the exclusive right to acquire a 100% undivided
ownership interest in the Properties by making cash payments to the Optionors in the aggregate
amount of
$500,000
, by issuing an aggregate of 31,500,000 common shares of X-Terra to the
Optionors, by issuing an aggregate of 10,000,000 common share purchase warrants of X-Terra (the
"
Warrants
") to the Optionors and by incurring mining exploration expenditures of
$5,750,000
in the
aggregate over such period, the whole as described in Table 1 below. Upon completing all of the
payments mentioned above, X-Terra will have a 100% ownership interest in the Properties. The
Properties will be subject to a 2% net smelter 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.
Table 1
Option to Earn-In a 100% Interest in the Properties
From the Closing Date
Expenditures
Cash Payment
X-Terra Shares
X-Terra Warrants
Earned-In Interest
On Closing
-
$100,000
4,000,000
2,000,000
12 months
$750,000
$100,000
3,000,000
2,000,000
-
24 months
$1,500,000
$100,000
6,000,000
2,000,000
-
36 months
$3,500,000
$200,000
18,500,000
4,000,000
-
TOTAL
$5,750,000
$500,000
31,500,000
10,000,000
100%
Each of the Warrants will entitle the holder thereof to purchase one common share of X-Terra (a
"
Warrant Share
") as follows: (i) with respect to 2,000,000 Warrants to be issued at closing and
having a term of 18 months from their date of issuance, at an exercise price of
$0.15
per Warrant
Share; (ii) with respect 2,000,000 Warrants to be issued on the first anniversary date of the Option
Agreement and having a term of 12 months from their date of issuance, at an exercise price equal to
the closing price of X-Terra's common shares on the TSXV the last trading day before the date of
issuance of these Warrants; (iii) with respect 2,000,000 Warrants to be issued on the second
anniversary date of the Option Agreement and having a term of 12 months from their date of
issuance, at an exercise price equal to the closing price of X-Terra's common shares on the TSXV
the last trading day before the date of issuance of these Warrants; and (iv) with respect to
4,000,000 Warrants to be issued on the third anniversary date of the Option Agreement and having
a term of five years from their date of issuance, at an exercise price per Warrant Share equal to the
closing price of X-Terra's common shares on the TSXV the day before their issuance.
The Letter of Intent contemplates a due diligence period ending on November 2, 2018 during which
X-Terra will verify and re-analyzed certain samples, conduct some exploration work on the
Properties, including conducting an airborne EM survey, channel sampling, confirmatory drilling and
other exploration works, as X-Terra may consider necessary.
The transaction contemplated by the Letter of Intent and announced in this news release is
conditional upon the entering into of a formal definitive agreement with terms and conditions
acceptable to both parties, the closing of an equity private placement by X-Terra for a minimum
amount of
$1.2 million
and conditional upon regulatory approval, including that of the TSXV. X-Terra
and the Optionors are dealing at arm's length. No finder's fees are payable in connection with the
proposed transaction.
QA/QC
The samples were prepared and assayed with standard methods at accredited commercial
laboratories. The prospector and previous optioners relied on ACTLABS internal QA/QC. For the
highest gold grade, a duplicate was taken and ran 1,230 g/t Au. The prospector also repeated high
grade obtained by Fancamp in the 600 g/t Au range near the historic Fancamp (previous optionner
on the property in 2015) sample on the RIM vein. The independent grab samples taken by
GoldMinds on RIM (composite of 5.7 kg and 8.6 kg) and Grog various single grab show presence of
gold (up to 1.19 g/t at Grog) and (34.81 g/t Au at RIM), samples were shipped at SGS Canada
certified laboratory in
Ontario
. Similar to Actlabs, samples at SGS were weighted, dried, crushed
75% passing 2 mm, split and a 1,000 g pulverized to 85% passing -75 micron (200 mesh) and then
a 30 grams fire assay with AAS finish was done for Grog samples, for RIM samples they were
prepared with 1 kg Screen metallic pulverized at 200 mesh. The review of the results and certificate
combined with the independent sampling of 2017 allows the disclosure of this press release.
Qualified Person
Mr.
Claude Duplessis
, P. Eng. of GoldMinds registered in the Provinces of Québec and
New-
Brunswick
, a consultant to X-Terra Resources, is the independent qualified person for the Grog
Brook, Rim, Dome and Bonanza properties
under National Instrument 43
101 Standards of
Disclosure for Mineral Projects ("
NI 43-101
")
responsible for the technical contents of this news
release, and has approved the disclosure of the technical information contained herein. A NI 43-101
technical report is under preparation and should be ready within the next 45 days.
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 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.
Website:
www.xterraresources.com
SOURCE
X-Terra Resources Inc.
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http://www.newswire.ca/en/releases/archive/September2018/25/c7229.html
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For further information:
X-Terra Resources Inc., Mr. Michael Ferreira, President & Chief
Executive Officer, 139 Québec Avenue, Suite 202, Rouyn-Noranda, Québec, J9X 6M8; Mr. Michel
Chapdelaine, Vice-President Exploration and Development, 139 Québec Avenue, Suite 202, Rouyn-
Noranda, Québec, J9X 6M8, Telephone: 819-762-4101, Fax: 819-762-0097, E-mail:
CO: X-Terra Resources Inc.
CNW 12:45e 25-SEP-18