X-Terra Resources shareholders approve proposed "spin-out" and reverse take-over with Norvista Capital Corporation

ROUYN-NORANDA, QC, May 28, 2014 /CNW/ - X-Terra Resources Corporation ("X-Terra") (TSXV: XT) is pleased to announce that at an annual and special meeting of shareholders held yesterday, X-Terra's shareholders approved a special resolution for a proposed "spin-off" 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 X-Terra Resources Inc. ("New X-Terra") and approved a second resolution for a proposed reverse take-over involving X-Terra and Norvista Capital Corporation ("Norvista Capital").

Both resolutions were passed with 99.95% of the shares voting in favour. As a result, X-Terra has been authorized to proceed with the Spin-Out and Reverse Take-Over, as outlined in X-Terra's management information circular dated April 28, 2014.

At the meeting, X-Terra's shareholders also re-elected Martin Dallaire, Sylvain Champagne, Sheldon Inwentash, Sébastien Plouffe, Dr. Xin Zhao and Gerry Feldman as directors of X-Terra.  Following the meeting, X-Terra's Board of Directors re-appointed Martin Dallaire as President and Chief Executive Officer and Sylvain Champagne as Secretary and Chief Financial Officer of the corporation.

X-Terra's shareholders also approved resolutions re-appointing PricewaterhouseCoopers LLP, a partnership of Chartered Professional Accountants, as the auditor of X-Terra, ratifying and confirming the New X-Terra and Norvista Capital stock option plans, confirming two amendments to By-Law No. 1 of X-Terra, and authorizing the grant of stock options pursuant to the New X-Terra stock option plan to certain of its directors and officers at an exercise price lower than the exercise price of X-Terra stock options which they currently hold.

Completion of the Spin-Out and Reverse Take-Over is subject to a number of conditions, including regulatory approval and financing. It is expected that the closing of the Spin-Out, Reverse Take-Over and concurrent financings of New X-Terra and Norvista Capital will occur on or about June 4, 2014. If all conditions for the Spin-Out and Reverse Take-Over are met, it is expected that the shares of New X-Terra and Norvista Capital will commence trading on the TSX Venture Exchange in mid-June 2014, after delivery by New X-Terra and Norvista Capital of standard listing documentation to the Exchange. Each of New X-Terra and Norvista Capital will issue a press release announcing the date on which its shares will start trading on the TSX Venture Exchange. 

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.

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 as proposed or at all. 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

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