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 and outstanding.
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.
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 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
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