ROUYN-NORANDA, QC, June 5, 2014 /CNW Telbec/ - Norvista Capital
Corporation (TSXV: NVV) (formerly X-Terra Resources Corporation (TSXV:
XT)) and X-Terra Resources Inc. (TSXV: XTT) are pleased to announce
that X-Terra Resources Corporation yesterday completed its
previously-announced "Spin-Out" of all of its assets (except for
2 million shares of Brownstone Energy Inc. held by X-Terra and
$1.85 million in cash) and all of its liabilities to X-Terra Resources
Inc. ("New X-Terra") and its Reverse Take-Over involving Norvista Capital Corporation ("Norvista Capital").
Concurrent with the closing of the Spin-Out, New X-Terra raised gross
proceeds of $225,000 at the closing of its previously-announced private
placement by issuing 2,250,000 common shares at a price of $0.10 per
share (the "New X-Terra Private Placement"). New X-Terra will use the proceeds of the New X-Terra Private
Placement for its exploration program on its energy properties located
in Québec and for working capital purposes.
In connection with the closing of the Spin-Out, each X-Terra shareholder
is entitled to receive one New X-Terra common share for every four
X-Terra shares held, representing an aggregate of 2,945,744 common
shares of New X-Terra. As a result of the closing of the Spin-Out and
the New X-Terra Private Placement, there are 6,177,790 common shares of
New X-Terra issued and outstanding.
The Board of Directors of New X-Terra is comprised of Martin Dallaire,
Sylvain Champagne, Sébastien Bellefleur, Gerry Feldman,
Michael F. Ferreira and Jean-François Madore. The officers of New
X-Terra are Martin Dallaire (President and Chief Executive Officer) and
Sylvain Champagne (Chief Financial Officer and Corporate Secretary).
X-Terra and Norvista Capital are also pleased to announce that in
connection with the closing of the Reverse Take-Over, X-Terra filed
Articles of Amalgamation on June 4, 2014 in order to amalgamate with
its wholly-owned subsidiary, Norvista Capital, and change its name to
"Norvista Capital Corporation" ("New Norvista").
Concurrent with the closing of the Reverse Take-Over, New Norvista
raised gross proceeds of $2,967,500 at the closing of its
previously-announced private placement by issuing 11,870,000 common
shares at a price of $0.25 per share (the "New Norvista Private Placement"). In conjunction with the capital invested in connection with the
Reverse Take-Over and the shares received in the Spin-Out, New Norvista
has $9,817,500 in cash, two million shares of Brownstone Energy Inc.
and 982,046 shares of New X-Terra. New Norvista will use the proceeds
of the New Norvista Private Placement for investment and working
capital purposes. Portfolio Strategies Securities Inc. acted as lead
agent for the New Norvista Private Placement. At the closing, New
Norvista paid a cash commission to Portfolio Strategies Securities Inc.
in an amount of $38,675.
In connection with the closing of the Reverse Take-Over and the name
change, each X-Terra shareholder is entitled to receive one New
Norvista common share to replace every X-Terra shares held. As a
result of the closing of the Reverse Take-Over and New Norvista Private
Placement, there are 43,653,169 common shares of New Norvista issued
The Board of Directors of New Norvista is comprised of:
Gerald P. McCarvill, Hon. Scott Brison, M.P., Donald H. Christie,
Bruce Durham and G. Edmund King, Robert Sobey and Stan Spavold. Messrs.
Sobey and Spavold were appointed by the Board of Directors on June 4,
2014 pursuant to the provisions of the Canada Business Corporations Act allowing the Board of Directors to appoint additional directors. These
nominations are subject to the approval of the TSX Venture Exchange.
The officers of New Norvista are Gerald P. McCarvill (Chairman and Chief
Executive Officer), Donald H. Christie (President and Chief Operating
Officer), Carmelo Marrelli (Chief Financial Officer), Paul Crath
(Managing Director and Secretary), and Bruce Durham and John Eansor,
each of whom is a Managing Director.
The shares issued today by X-Terra, New Norvista and New X-Terra are
subject to a four-month "hold period" ending on October 5, 2014 under
applicable Canadian securities legislation.
It is expected that the shares of New X-Terra (ISIN number: CA
98387W1068) and New Norvista (ISIN number: CA 6688131086) 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
Exchange. Each of New X-Terra and New Norvista will issue a press
release announcing the date on which its shares will start trading on
the TSX Venture Exchange.
About X-Terra Resources Inc.
X-Terra is a resource company focused on acquiring and exploring energy
properties in Canada.
About New Norvista
New Norvista is a merchant bank focused on the resources sector, founded
by experienced mining executives and financiers. Its primary focus is
to make significant investments in a limited number of resource
companies or projects. On a selective basis, New Norvista will also
perform certain mergers and acquisition and other advisory services in
the resources sector.
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 New X-Terra or New Norvista 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 New X-Terra or New Norvista. 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 New X-Terra or New Norvista will derive
therefrom. Accordingly, readers should not place undue reliance on
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 Inc.
139 Québec Avenue, Suite 202
Rouyn-Noranda, Québec, J9X 6M8
Martin Dallaire, P. Eng. President and Chief Executive Officer
Telephone: 819-762-0609 | Fax: 819-762-0097
Norvista Capital Corporation
4 King Street West, Suite 1500
Toronto, Ontario, M5H 1B6
Donald H. Christie, President and Chief Operating Officer
Telephone: 416-504-4171 | Fax: 416-504-4129