Rouyn-Noranda, Québec, March 20, 2023 – X-Terra Resources Inc. (TSXV: XTT) (FRANKFURT: XTR) (“X-Terra” or the “Corporation”) is pleased to announce that, subject to regulatory approval, it has entered an investor relations agreement with MarketSmart Communications Inc. (“MarketSmart”) to retain its services as an independent consultant to conduct investor relation services (the “MarketSmart Agreement”) and a consulting agreement with Bantr Media Inc. (“Bantr Media”) to retain its services as an independent consultant to conduct social media and digital marketing services (the “Bantr Media Agreement”).
Michael Ferreira, President and CEO of X-Terra, commented: “It is exciting to be working with MarketSmart once again. They are a leading Canadian IR firm and will be assisting us in accelerating awareness of X-Terra as we begin our exciting lithium exploration at the Liberty property, adjacent to Winsome resources lithium discovery.”
Adrian Sydenham, President and Director of MarketSmart, stated: “MarketSmart is thrilled to be working with X-Terra as its Liberty lithium property is directly adjacent and on strike to the Winsome Resources Adina property discovery reported earlier this year. MarketSmart feels the Liberty property along with X-Terra’s other lithium prospects offers investors a unique opportunity within the lithium space. With funds raised in its recent financing, we are excited to see the Corporation move forward with exploration plans on its lithium projects. We look forward to working with the X-Terra team and communicating with existing and potential new investors.”
The investor relation services will be undertaken by MarketSmart and the social media and digital marketing services will be undertaken by Bantr Media in compliance with the applicable policies of the TSX Venture Exchange (the “TSX-V”) and other applicable laws. For its services, X-Terra has agreed to pay MarketSmart a fee of $7,500 (plus applicable taxes) per month with an initial payment of $7,500 (plus applicable taxes) being due upon the acceptance of the MarketSmart Agreement by the TSX-V. In addition, MarketSmart will be granted stock options in respect of an aggregate of 75,000 common shares of the Corporation (the “MarketSmart Options”) to be issued pursuant to X-Terra’s Omnibus Equity Incentive Plan (the “Ominibus Plan”). The Options will have an exercise price of $1.00 per share and will expire on the earlier of (i) one (1) year from the date of grant; or (ii) ninety (90) days following the termination of the MarketSmart Agreement. The MarketSmart Options will vest in accordance with the policies of the TSX-V.
X-Terra has also agreed to pay Bantr Media for its services a fee of $3,000 (plus applicable taxes) per month with an initial payment of $3,000 (plus applicable taxes) being due upon the acceptance of the Bantr Media Agreement by the TSX-V. In addition, Bantr Media will be granted stock options in respect of an aggregate of 25,000 common shares of the Corporation (the “Bantr Options”) to be issued pursuant to the Ominibus Plan. The Bantr Options will have an exercise price of $1.00 per share and will expire on the earlier of (i) one (1) year from the date of grant; or (ii) ninety (90) days following the termination of the Bantr Media Agreement. The Bantr Options will vest in accordance with the policies of the TSX-V.
Each of the MarketSmart Agreement and the Bantr Media Agreement may be terminated at any time by X-Terra, upon a 30 days prior written notice to the applicable party. X-Terra, MarketSmart and Bantr Media act at arm’s length. MarketSmart currently holds 66,000 common shares and 66,000 warrants of the Corporation and Bantr Media holds 20,000 common shares and 20,000 warrants of the Corporation. The fees paid by X-Terra to MarketSmart and Bantr Media respectively are for services only.
Each of the MarketSmart Agreement and the Bantr Media Agreement are subject to regulatory approval, including that of the TSX-V.
MarketSmart Communications Inc.
MarketSmart is a British Columbia-based corporate communications service firm who benefits from a deep industry knowledge in venture capital investing and small cap investing. These past two decades have seen MarketSmart affording investors with opportunities to partner with rising stars and promising public companies.
Bantr Media Inc.
Bantr Media is an Ontario-based boutique digital agency with top-tier results that specializes in digital marketing and creative solutions for clients during all stages of business development.
X-Terra Resources is a resource company focused on acquiring and exploring lithium and precious metals properties in Canada.
This press release contains “forward-looking information” within the meaning of applicable Canadian and United States securities laws, which is based upon the Corporation’s current internal expectations, estimates, projections, assumptions and beliefs. The forward-looking information included in this press release are made only as of the date of this press release. Such forward-looking statements and forward-looking information include, but are not limited to, the approval of the MarketSmart Agreement and the Bantr Media Agreement by the TSX-V and the if the MarketSmart Options and the Bantr Options will be exercised. Forward-looking statements or forward-looking information relate to future events and future performance and include statements regarding the expectations and beliefs of management based on information currently available to the Corporation. Such forward-looking statements and forward-looking information often, but not always, can be identified by the use of words such as “plans”, “expects”, “potential”, “is expected”, “anticipated”, “is targeted”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, or “believes” or the negatives thereof or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved.
Forward-looking statements or forward-looking information are subject to a variety of risks and uncertainties which could cause actual events or results to differ materially from those reflected in the forward-looking statements or forward-looking information, including, without limitation, risks and uncertainties relating to: general business and economic conditions; regulatory approval for the Offering; completion of the Offering; changes in commodity prices; the supply and demand for, deliveries of, and the level and volatility of the price of gold, lithium and other metals; changes in project parameters as exploration plans continue to be refined; costs of exploration including labour and equipment costs; risks and uncertainties related to the ability to obtain or maintain necessary licenses, permits or surface rights; changes in credit market conditions and conditions in financial markets generally; the ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; the availability of qualified employees and contractors; the impact of value of Canadian dollar and U.S. dollar, foreign exchange rates on costs and financial results; market competition; exploration results not being consistent with the Corporation’s expectations; changes in taxation rates or policies; technical difficulties in connection with mining activities; changes in environmental regulation; environmental compliance issues; other risks of the mining industry; and risks related to the effects of COVID-19 as well as all of the risks described under “Financial Instruments” and “Risk and Uncertainties” in the Corporation’s Annual Report for the fiscal year ended December 31, 2021, a copy of which is available on SEDAR at www.sedar.com. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking statements or forward-looking information. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that could cause results not to be as anticipated, estimated or intended. For more information on the Corporation and the risks and challenges of its business, investors should review the Corporation’s annual filings that are available at www.sedar.com. The Corporation provides no assurance that forward-looking statements or forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements and information. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Corporation disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, changing circumstances, or otherwise.
Neither the 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 the release
For further information:
X-Terra Resources Inc.
Michael Ferreira, President and Chief Executive Officer
147 Québec Avenue (back door) Rouyn-Noranda, Québec, J9X 6M8
E-mail: email@example.com Website: www.xterraresources.com