X-terra Resources Completes “spin-out”and Reverse Take-Over With Norvista Capital Corporation

ROUYN-NORANDA, QUEBEC, June 5, 2014 – Norvista Capital Corporation (TSX-V:NVV) (formerly X-Terra Resources Corporation (TSX-V:XT)) and X-Terra Resources Inc. (TSX-V: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 proceed 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 share holder 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: CA6688131086) 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 there from. 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.

CONTACT INFORMATION

X-Terra Resources Inc.
139 Québec Avenue, Suite202
Rouyn-Noranda, Québec J9X 6M8
Telephone: 819-762-0609
Fax: 819-762-0097

MartinDallaire, P. Eng.
President and Chief Executive Officer
E-mail: mdallaire@xterraresources.com

Website: www.xterraresources.com

Norvista Capital Corporation
4 King Street West, Suite 1500
Toronto, Ontario, Canada
M5H 1B6

Reception: 416.504.4122 

Fax: 416.504.4129

info@norvistacapital.com