TerraX Announces $2.5 Million Financing
June 6, 2019 TSX-V: TXR
Frankfurt: TX0
OTC Pink: TRXXF
News Release
TerraX Announces $2.5 Million Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
Vancouver, BC (June 6, 2019) TerraX Minerals Inc. (TSX.V: TXR; Frankfurt: TX0; OTC Pink: TRXXF) (“TerraX”
or the “Company”) is pleased to announce that the Company has entered into an agreement with a syndicate of
underwriters led by PI Financial Corp. (the “Underwriters”) pursuant to which the Underwriters will purchase, on a
bought deal basis, 1,390,000 common shares of the Company (the “Shares”) at a price of $0.36 per Share,
1,220,000 flow-through common shares of the Company (the “FT Shares”) at a price of $0.41 per FT Share and
3,000,000 charity flow-through common shares of the Company (the “Charity FT Shares”) at a price of $0.50 per
Charity FT Share to raise aggregate gross proceeds of up to approximately $2.5 million (the “Offering”). The FT
Shares and the Charity FT Shares will qualify as “flow-through shares” as defined in the Income Tax Act (Canada).
The Shares, FT Shares and Charity FT Shares shall collectively be referred to herein as the “Securities”.
The Company has also granted the Underwriters an option (the “Underwriters’ Option”), exercisable in whole or in
part at any time up to two days prior to closing of the Offering, which will allow the Underwriters to purchase up to
an additional number of Securities equal to 15% of the Offering on the same terms as the Offering. The Company
has agreed to pay the Underwriters a cash commission of 6.0% of the gross proceeds of the Offering other than
from President’s List Purchasers (as hereinafter defined) and 3.0% of the gross proceeds of the Offering from
purchasers identified by the Company to the Underwriters (the “President’s List Purchasers”), including proceeds
received from the exercise of the Underwriters’ Option. In addition, the Company will issue on the closing of the
Offering to the Underwriters compensation warrants entitling the Underwriters to purchase, at $0.36 per common
share, that number of common shares equal to 6.0% of the aggregate number of Securities issued by the Company
under the Offering other than to President’s List Purchasers and 3.0% of the aggregate number of Securities
issued by the Company under the Offering to President’s List Purchasers, including upon exercise of the
Underwriters’ Option, for a period of 24 months from closing.
The gross proceeds from the sale of the FT Shares and Charity FT Shares will be used for exploration expenditures
at the Company’s Yellowknife City Gold Project located in the Northwest Territories. The net proceeds of the sale
of the Shares will be used for working capital purposes. The closing of the Offering is anticipated to occur on or
around June 26, 2019 (the “Closing Date”) and is subject to certain conditions including, but not limited to, the
receipt of all necessary regulatory approvals, including the acceptance of the TSX Venture Exchange.
The Securities will be offered by way of a private placement pursuant to exemptions from the prospectus
requirements to residents of the Provinces of British Columbia, Alberta, Ontario and such other Canadian
jurisdictions as may be agreed to by the Company and the Underwriters. All securities issued under the Offering
will be subject to a statutory hold period in Canada expiring four months and one day from the Closing Date.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the
United States. The securities 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 the Yellowknife City Gold Project
The Yellowknife City Gold ("YCG") project encompasses 783 sq km of contiguous land immediately north, south
and east of the City of Yellowknife in the Northwest Territories. Through a series of acquisitions, TerraX controls
one of the six major high-grade gold camps in Canada. Being within 10 km of the City of Yellowknife, the YCG
project is close to vital infrastructure, including all-season roads, air transportation, service providers, hydro-electric
power and skilled tradespeople.
The YCG project lies on the prolific Yellowknife greenstone belt, covering 70 km of strike length along the main
mineralized break in the Yellowknife gold district, including the southern and northern extensions of the shear
system that hosted the high-grade Con and Giant gold mines. The project area contains multiple shears that are
the recognized hosts for gold deposits in the Yellowknife gold district, with innumerable gold showings and recent
high-grade drill results that serve to indicate the project's potential as a world-class gold district.
For more information on the YCG project, please visit our web site at www.terraxminerals.com.
On behalf of the Board of Directors
"DAVID SUDA"
David Suda
President and CEO
For more information, please contact:
Samuel Vella
Manager of Corporate Communications
Phone: 604-689-1749
Toll-Free: 1-855-737-2684
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 this release.
This news release contains forward-looking information, which involves known and unknown risks, uncertainties
and other factors that may cause actual events to differ materially from current expectation. Important factors -
including the availability of funds, the results of financing efforts, the completion of due diligence and the results
of exploration activities - that could cause actual results to differ materially from the Company's expectations are
disclosed in the Company's documents filed from time to time on SEDAR (see www.sedar.com). Forward-looking
statements in this news release include, but are not limited to, statements regarding the anticipated closing date
of, and the use of proceeds from, the Offering. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this news release. The company disclaims any
intention or obligation, except to the extent required by law, to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise.