TerraX Announces Closing of Financing for $4.0 Million
April 12, 2018 TSX-V: TXR
Frankfurt: TX0
OTC Pink: TRXXF
News Release
TerraX Announces Closing of Financing for $4.0 Million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
Vancouver, BC (April 12, 2018) TerraX Minerals Inc. (TSX.V: TXR; Frankfurt: TX0; OTC Pink: TRXXF) (“Te rraX”
or the “Company”) is pleased to announce the succes sful closing of the bought deal financing announced on 23
March, 2018 and on April 3, 2018 (the “Offering”), which was led by PI Financial Corp. (the “Underwrit er”), and
that the overallotment option granted to the Underwriter was exercised in full.
Pursuant to the Offering, the Company issued an aggregate of 4,312,500 units of the Company (“Units”) at a price
of C$0.40 per Unit and 4,107,143 flow-through units of the Company (“FT Units”) at a price of $0.56 pe r FT Unit,
for aggregate gross proceeds of $4,025,000. Each Un it is comprised of one common share and one half of one
transferable non-flow-through common share purchase warrant (each whole such common share purchase
warrant, a “Warrant”). Each FT Unit is comprised of one flow-through common share and one half of one Warrant
(issued on a non-flow-through basis). Each Warrant is exercisable into one additional non flow-through common
share of the Company for a period of three years fr om closing, subject to an exercise acceleration tri gger, at an
exercise price of $0.60.
In connection with the Offering, the Underwriter re ceived a cash fee and 420,982 compensation warrants . Each
compensation warrant is exercisable into one common share of the Company at a price of $0.40 per commo n
share for a period of 24 months from closing.
The net proceeds from the sale of the Units are anticipated to be used to fund drilling and exploration expenditures
on the Company’s Yellowknife City Gold Project and for working capital purposes. The gross proceeds fr om the
sale of the FT Units will be used for general explo ration expenditures on the Company’s Yellowknife Ci ty Gold
Project located in the Northwest Territories.
The Units and FT Units are subject to a statutory h old period in Canada expiring four months and one d ay from
the closing date of the Offering, being August 13, 2018.
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.