Business
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 ...
About this update from Olive Resource Capital Inc.
[{"type":"text","content":"\n\nROUYN-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\").\n\nAfter 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. \n\nX‑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 ...