X-Terra Resources Corporation signs definitive agreements for proposed "spin-out" and for reverse take-over with Norvista Capital Corporation

ROUYN-NORANDA, QC, May 1, 2014 /CNW/ - X-Terra Resources Corporation ("X-Terra") (TSXV: XT) is pleased to announce that it has entered into a definitive Asset Transfer Agreement with its wholly-owned subsidiary X-Terra Resources Inc. ("New X-Terra") with respect to a proposed "spin-out" (the "Spin-Out") of all of X-Terra's assets (except for 2 million shares of Brownstone Energy Inc. held by X-Terra and approximately $1.85 million in cash) and all of its liabilities to New X-Terra. Based on the number of X-Terra common shares currently issued and outstanding (11,783,069), New X-Terra will issue 3,927,690 common shares to X‑Terra and X-Terra will distribute an aggregate of 2,945,842 New X-Terra shares to its shareholders and will retain 981,948 New X-Terra shares. X‑Terra has also entered into a definitive Share Exchange Agreement with Norvista Capital Corporation ("Norvista Capital") and Norvista Resources Corporation with respect to the proposed reverse take-over of X-Terra involving Norvista Capital (the "Reverse Take-Over"), following which the name of X-Terra will be changed to "Norvista Capital Corporation" ("New Norvista").

After the Spin-Out and Reverse Take-Over, current shareholders of X-Terra will become shareholders of New X-Terra, which will carry on X-Terra's current mining exploration business, as well as shareholders of New Norvista, which will be a natural resources merchant bank.  See X-Terra's press release dated March 5, 2014 for additional details relating to New X‑Terra, New Norvista, the Spin-Out and Reverse Take-Over.  Further information is set out in X‑Terra's management information circular dated April 28, 2014, prepared in connection with the annual and special meeting of shareholders to be held on May 27, 2014.  The management information circular is being mailed to all X-Terra shareholders and is available under X‑Terra's company profile on SEDAR at www.sedar.com.

X‑Terra is also pleased to announce that on April 14, 2014, the TSX Venture Exchange conditionally approved the Spin-Out, Reverse Take-Over and the listing of New X‑Terra's common shares and New Norvista's common shares on the TSX Venture Exchange, subject only to compliance with standard requirements of the TSX Venture Exchange.  Any failure by New X-Terra or New Norvista to comply with the standard requirements of the TSX Venture Exchange would result in the New X-Terra common shares and New Norvista common shares, respectively, not being listed on the TSX Venture Exchange.

Completion of the Spin-Out and Reverse Take-Over are subject to a number of conditions, including but not limited to, regulatory approval, shareholder approval and financing.  The Spin‑Out and Reverse Take-Over cannot be completed unless the required shareholder approval is obtained.  There can be no assurance that the Spin-Out and Reverse Take-Over will be completed as proposed or at all.  If all conditions for the Spin-Out and Reverse Take-Over are met, it is expected that the New X-Terra shares and New Norvista shares will  commence  trading  on  the  TSX  Venture  Exchange  in  mid-June 2014,  after delivery by New X-Terra and New Norvista of standard listing documentation to the TSX Venture Exchange.  Both New X-Terra and New Norvista will issue a press release announcing the date on which their shares will start trading.

Submission and Acceptance of NI 43-101 Technical Report

X-Terra and New X-Terra are also pleased to announce that they have filed on SEDAR a technical report pursuant to National Instrument 43-101 – Standards of Disclosure for Mineral Projects in relation to the Lindsay rare earth elements (REE) property located approximately 125 kilometres south of Rouyn-Noranda, Québec and 70 kilometres east-northeast of North Bay, Ontario, along the provincial border, halfway between the Elliot Lake uranium camp and the Abitibi gold belt.

About X-Terra Resources

X-Terra is a resource company focused on acquiring and exploring energy properties in Canada. X-Terra has 11,783,069 shares outstanding, a cash position of $2.1 million and an investment of 2 million shares of Brownstone Energy Inc.

Forward-looking Statements

This news release contains certain forward-looking statements.  These forward-looking statements are subject to a variety of risks and uncertainties beyond the ability of X-Terra to control or predict, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements, including risks disclosed in filings with the Canadian securities regulators made by X-Terra.  No assurance can be given that any events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits that X-Terra will derive therefrom.  In particular, no assurance can be given as to whether the proposed Spin-Out and Reverse Take-Over described in this news release will be completed.  Accordingly, readers should not place undue reliance on forward-looking statements.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.  Neither 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.

SOURCE X-Terra Resources Corporation

For further information: X-Terra Resources Corporation: Martin Dallaire, P. Eng. President and Chief Executive Officer, Telephone: 819-762-0609 | Fax: 819-762-0097, E-mail: mdallaire@xterraresources.com, Website: www.xterraresources.com; Norvista Capital Corporation: Donald H. Christie, President and Chief Operating Officer, Telephone: 416-504-4171, E-mail: dchristie@solvistagold.com