TerraX Announces Upsize of Previously Announced Bought Deal Financing
June 13, 2019 TSX-V: TXR
Frankfurt: TX0
OTC Pink: TRXXF
News Release
TerraX Announces Upsize of Previously
Announced Bought Deal Financing
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISEMMINATION IN THE UNITED STATES
Vancouver, BC (June 13, 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 amended agreement
with PI Financial Corp. on behalf of a syndicate of underwriters (the “Underwriters”) to increase the size of the
previously announced bought deal offering to raise aggregate gross proceeds of approximately C$3 million (the
“Offering”).
Under the terms of the Offering, the Underwriters have agreed to purchase 1,550,000 common shares of the
Company (the “Shares”) at a price of $0.36 per Share, 2,300,000 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. 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 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 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.