TerraX to Acquire Gold Matter Corporation and Appoint Gerald Panneton as Executive Chairman of the Board
LEGAL*48883971.3
September 30, 2019
TSXV: TXR
Frankfurt: TX0
OTC Pink: TRXXF
News Release
TerraX to Acquire Gold Matter Corporation and
Appoint Gerald Panneton as Executive Chairman of the Board
Vancouver, BC (September 30, 2019) TerraX Minerals Inc. (TSXV: TXR; Frankfurt: TXO;
OTC Pink: TRXXF) (“TerraX” or the “Company”) is pleased to announce that it has entered
into an agreement with Gold Matter Corporation (“Gold Matter”), a private closely-held
corporation, whereby the Company will acquire all of the shares of Gold Matter in exchange
for 5 million shares of the Company on a one-for-one basis, resulting in former shareholders
of Gold Matter holding approximately 4% of the issued and outstanding common shares of
the Company (the “Acquisition”). The shareholders of Gold Matter have agreed to a four
month hold on the TerraX shares to be issued to them, with Gerald Panneton, the founder
agreeing to a further eight month hold (for a total 12 month hold).
In connection with, and effective upon completion of, the Acquisition, the Company has
agreed to appoint Gerald Panneton, founder of Detour Gold, as the Company’s Executive
Chairman and Louis Dionne, Director. Mr. Dionne is a highly regarded mining engineer and
original team member at Detour Gold. Mr. Panneton is expected to provide strategic
leadership to the Company. To further incentivize Mr. Panneton to drive value for the
Company’s shareholders over the medium to long term, he has agreed to make an equity
investment (the “Investment”) in TerraX on the same terms as the last financing completed
by the Company in June 2019, subject to a statutory four month and one day hold period, for
proceeds to the Company of $360,000, expected to be completed concurrently with the
Acquisition. To accommodate additional demand, the Company has agreed to accept
additional subscriptions on the same terms as Mr. Panneton’s investment up to a maximum
of $2 million, on a non-brokered private placement basis.
“I am delighted to welcome Messrs. Panneton and Dionne to the TerraX team. These
gentlemen add significant depth and profile to our board of directors. In taking the role
of Executive Chairman, Mr. Panneton brings with him 35 years of technical expertise
in exploration and mine development punctuated by the successful build of Detour
Gold. The $2.6 billion raised to build the Detour Lake Gold Mine from acquisition to
production in only six years is a testament to Mr. Panneton’s value creation and capital
raising ability. Together we share a vision to build Canada’s next leading gold
company,” said David Suda, President and CEO of TerraX.
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Gerald Panneton stated, “I am pleased to join the TerraX team as it is a rare opportunity to
find an asset in Canada that has so much potential. I am also a believer in the Yellowknife
land package and a true testament of excellent potential of large typical Archean gold
mining camp, well supported by all the necessary infrastructure. The Yellowknife camp
with its multiple high-grade zones has all the potential to become the next Detour Lake and
beyond. It is exciting to also add Mr. Dionne to the TerraX team. Louis and I have
experienced tremendous teamwork over the years spent together, since 1994, and we look
forward to repeating our past success. I expect his expertise and track record in mining
and mineral operations will be of great value to TerraX, as we move the Yellowknife project
forward.”
The Acquisition and the Investment remain subject to acceptance by the TSX Venture
Exchange (“TSXV”) and various closing conditions which are standard for such transactions.
Gold Matter holds an option from two individuals who are also shareholders of Gold Matter to
acquire a 100% undivided interest in the Mulligan Project located in the Province of New
Brunswick made up of 13 mining claims comprising 280 units and covering 5,600 hectares,
subject to a 2% net smelter returns royalty on production. The Mulligan property is also host
to a recent gold discovery in a surface trench of 5.7 g/t over 16 metres. Gold Matter has
represented to the Company that all of the preconditions to the exercise of the option have
been satisfied and title to the mining claims will be re-registered in the name of Gold Matter
prior to or contemporaneously with closing of the Acquisition.
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. 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:
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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 completion of the Acquisition and the Investment, including TSXV acceptance
and the appointment of Gerald Panneton as Executive Chairman of the board of directors of
the Company and Louis Dionne as a director of the Company, the building of Canada’s next
leading gold company and the creation of value. 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.