TerraX Announces C$3.0 Million Financing
March 26, 2018 TSX-V: TXR
Frankfurt: TX0
OTC Pink: TRXXF
News Release
TerraX Announces C$3.0 Million Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
Vancouver, BC (March 26, 2018) TerraX Minerals Inc. (TSX.V: TXR; Frankfurt: TX0; OTC Pink: TRXXF) (“TerraX”
or the “Company”) is pleased to announce that the C ompany has entered into an agreement with PI Financ ial
Corp. (the “Underwriter”) pursuant to which the Underwriter will purchase, on a bought deal basis, 3,750,000 units
of the Company (“Units”) at a price of C$0.40 per U nit and 2,678,572 flow-through units of the Company (“FT
Units”) at a price of C$0.56 per FT Unit, to raise aggregate gross proceeds of up to approximately C$3 .0 million
(the “Offering”).
Each Unit shall consist of one common share and one half of one transferable non-flow-through common s hare
purchase warrant (each whole such common share purc hase warrant, a “Warrant”). Each FT Unit shall cons ist of
one flow-through common share and one half of one W arrant (to be issued on a non-flow-through basis). Each
Warrant shall be exercisable into one additional no n flow-through common share of the Company for a pe riod of
three years from closing, subject to an exercise acceleration trigger, at an exercise price of C$0.60.
In addition, the Company has granted the Underwrite rs an over-allotment option (the “Over-Allotment Op tion”),
exercisable in whole or in part at any time up to t wo days prior to closing of the Offering, to purcha se up to an
additional 562,500 Units and 401,786 FT Units on th e same terms as the Offering. The Company has agree d to
pay the Underwriter a cash commission of 6.0% of the gross proceeds of the Offering, including proceeds received
from the exercise of the Over Allotment Option. In addition, the Company will issue on the closing of the Offering
to the Underwriter compensation warrants entitling the Underwriter to purchase, at $0.40 per common sh are, that
number of common shares equal to 5.0% of the aggregate number of Units and FT Units issued by the Company
under the Offering (including upon exercise of the Over-Allotment Option) for a period of 24 months fr om closing.
The net proceeds of the Offering are anticipated to be used to fund drilling and exploration expenditu res at the
Company’s Yellowknife City Gold Project and for wor king capital purposes. The closing of the Offering is
anticipated to occur on or around April 12, 2018 (the “Closing Date”) and is subject to certain conditions including,
but not limited to, the receipt of all necessary re gulatory approvals, including the acceptance of the TSX Venture
Exchange.
The Units and FT Units will be offered by way of a private placement pursuant to exemptions from the prospectus
requirements to residents of the Provinces of Briti sh Columbia, Alberta, Ontario and such other Canadi an
jurisdictions as may be agreed to by the Company an d PI Financial. All securities issued under the Of fering 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 wil l not be registered under the United States Securit ies Act of
1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or so ld 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 772 sq km of contiguous land immediately north, south
and east of the City of Yellowknife in the Northwes t Territories. Through a series of acquisitions, Te rraX controls
one of the six major high-grade gold camps in Canad a. Being within 10 km of the City of Yellowknife, t he YCG is
close to vital infrastructure, including all-season roads, air transportation, service providers, hydr o-electric power
and skilled tradespeople.
The YCG lies on the prolific Yellowknife greenstone belt, covering 67 km of strike length along the main mineralized
break in the Yellowknife gold district, including t he southern and northern extensions of the shear sy stem 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
"JOSEPH CAMPBELL"
Joe Campbell
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 informat ion, which involves known and unknown risks, uncert ainties
and other factors that may cause actual events to d iffer materially from current expectation. Importan t 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 ex pectations are
disclosed in the Company's documents filed from tim e to time on SEDAR (see www.sedar.com ). Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this
press 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.