2014

Norvista Announces Closing of $500,000 Private Placement With Goldspike

TORONTO, Aug. 12, 2014 (GLOBE NEWSWIRE) -- Norvista Capital Corporation (TSX-V:NVV) ("Norvista") is pleased to announce that it has closed the purchase of 3,333,333 common shares (the "Shares") of Goldspike Exploration Inc. ("Goldspike") at a price of $0.15 per Share. Goldspike intends to use the net proceeds from the sale of the Shares to fund continued exploration on Goldspike's assets in Nevada (refer to Norvista's press release dated July 25, 2014) and Yukon and for general working capital purposes.

The Shares issued to Norvista pursuant to this non-brokered private placement will be subject to a four month and one day statutory hold period.

CAUTIONARY STATEMENT: Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release.

CONTACT: Norvista Capital Corporation
4 King Street West, Suite 1500
Toronto, Ontario M5H 1B6
Tel: (416) 504-4171 Don Christie, President and COO
dchristie@norvistacapital.com

Goldspike Announces Closing of $500,000 Non-Brokered Private Placement and Option Grants

TORONTO, Aug. 12, 2014 (GLOBE NEWSWIRE) -- Goldspike Exploration Inc. (TSX-V:GSE) ("Goldspike") is pleased to announce that further to its press release of July 9, 2014, it has completed a non-brokered private placement financing with Norvista Capital Corporation ("Norvista") (TSX-V:NVV) for aggregate gross proceeds of $500,000 (the "Offering"). The Offering consisted of the sale of 3,333,333 common shares in the capital stock of Goldspike (the "Shares") at a price of $0.15 per Share. Goldspike intends to use the net proceeds from the Offering to fund continued exploration on Goldspike's assets and for general working capital purposes.

The Shares issued pursuant to the Offering will be subject to a four month and one day statutory hold period.

Option Grant

Goldspike is also pleased to announce the grant of a total of 1,400,000 stock options to its directors and a consultant pursuant to Goldspike's incentive stock option plan. The stock options were granted effective today, exercisable at a price of $0.15 per Share and expire on August 12, 2019. The options vested immediately upon grant.

CAUTIONARY STATEMENT: Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy or accuracy of this release. This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, Goldspike's objectives, goals or future plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments, and those risks set out in Goldspike's public documents filed on SEDAR. Although Goldspike believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Goldspike disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

CONTACT: Goldspike Exploration Inc.
 4 King Street West, Suite 1500
 Toronto, Ontario M5H 1B6
 Tel: (416) 504-8821

 Bruce Durham, President and CEO
 bdurham@goldspike.ca

Norvista Capital Corporation Receives 2,000,000 Shares of Goldspike Exploration Inc. in Connection With Receipt of Exchange Approval for Acquisition of Lone Mountain Zinc Property

TORONTO, ONTARIO – July 25, 2014 – Norvista Capital Corporation (“Norvista”) (TSX-V: NVV) is pleased to announce that, further to its press release dated June 26, 2014, Goldspike Exploration Inc. (“Goldspike”) (TSX-V: GSE) received approval from the TSX Venture Exchange for the assignment (the “Assignment”) of the Lone Mountain Zinc Property comprised of 170 claims in Eureka County, Nevada (the “Transaction”) from Norvista. In connection with the Transaction and in consideration for the Assignment, on July 23, 2014 Goldspike issued 2,000,000 common shares of its capital stock (the “Shares”) to Norvista at a deemed value of $0.15 per Share. The Shares are subject to a statutory four month and one day hold period expiring on November 24, 2014.

About Norvista

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.

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 of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

CONTACT INFORMATION

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

Norvista Capital Commences Trading on the TSX-V

TORONTO, ONTARIO – Norvista Capital Corporation (“Norvista” or the “Company”) (TSX-V: NVV) is pleased to announce, further to its press release dated June 5, 2014 announcing the completion of its qualifying transaction with X-Terra Resources Inc., that the Company’s common shares (the “Shares”) have been approved for listing by the TSX Venture Exchange (“TSX-V”) and that trading of the Shares will commence when the market opens on July 3, 2014 under the stock symbol NVV.

About Norvista

Norvista is a resource based merchant bank primarily focused on investing its capital in exploration properties and small-scale production projects in both the base metal and precious metal sectors of the junior resource market. The Company will assume an active role in management and at the board level of Norvista’s investee companies. On larger transactions the Company will assume an investment banking role to leverage its investment by sourcing co-investors for both debt and equity. The Company will structure its investments through a combination of convertible debt instruments, equity investments and earn-in option or lease agreements depending upon the nature of the underlying transaction. Norvista’s management team has a broad depth of experience in geological, mining engineering, corporate finance and investor relations skills. The Company offers investors a unique vehicle through which they can access compelling investment opportunities in the junior resource industry. For further details on Norvista, please refer to Norvista’s web site (www.norvistacapital.com). Norvista’s Canadian regulatory filings can be found on SEDAR at www.sedar.com.

Neither the TSX-V nor its Regulation Services Provider (as that term is defined in the policies of the TSX-V) accepts responsibility for the adequacy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

CAUTIONARY STATEMENT: This news release contains forward-looking information that is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release
includes, but is not limited to, Norvista’s objectives, goals or future plans and the timing of the commencement of trading of Norvista’s shares on the TSX-V. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices and delays in the development of projects and the other risks involved in the mining and financial services industry, and those risks set out in Norvista’s public documents filed on SEDAR. Although Norvista believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Norvista disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

 

CONTACT INFORMATION

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

Norvista Capital Enters Into Assignment Agreement on Nevada Zinc Project with Canadian Exploration Company

TORONTO, ONTARIO — June 26, 2014 – Norvista Capital Corporation (“Norvista” or the “Company”) (TSX VENTURE:NVV) a resource merchant banking company is pleased to report that it has entered into an assignment agreement (the “Assignment Agreement”) with Goldspike Exploration Inc. (TSX VENTURE:GSE) (“Goldspike”), granting Goldspike the right to acquire all of Norvista’s rights, as lessee, under a mining lease agreement (the “Lease Agreement”) with Owyhee Exploration ll LLC, as lessor, that consists of a 100% interest in the Lone Mountain Zinc Property (the “Property”) comprised of 170 claims in Eureka County, Nevada.

Technical details and attributes of the Property are outlined in the press release from Goldspike dated June 24, 2014 available at www.sedar.com and at Goldspike’s website www.goldspike.ca. Goldspike has reviewed the quality and completeness of the exploration work completed on the Property during the period 2006-2008 and is satisfied at this point that the work was completed in a professional manner and will provide updates on its follow-up work on the Property as appropriate.

Principal Transaction Terms

Under the terms of the Assignment Agreement Norvista will assign and Goldspike will assume all the rights and obligations of the lessee under the Lease Agreement. Goldspike will hold its interest in the Lease Agreement through a wholly-owned Nevada corporation, Lone Mountain Zinc Ltd.

The principal terms of the Lease Agreement require the lessee to make annual lease payments of $25,000 to the lessor during the first three years of the Lease Agreement, increasing to $50,000 in years four and five. Beginning in year six and thereafter the lease payments increase to $100,000 per year, however, these lease payments can be deducted from any net smelter returns royalty payments from production, if any, during the year in which the lease payment is made.

The lessee must make all payments to keep the Property in good standing and must carry out work programs on the Property of not less than $50,000 per year in the first three years of the Lease Agreement and $100,000 years four and five of the Lease Agreement.

The lessor will retain a 3% net smelter returns royalty on precious metals production, if any, and a 2% net smelter returns royalty on base metal production, if any. The royalties can be reduced to 2% and 1%, respectively, under certain circumstances.

The lessee has the right to lease the Property for an initial 20 year term with the option to extend the term of the Lease Agreement thereafter.

Donald H. Christie, President and Chief Operating Officer of the Company and R. Bruce Durham, Managing Director of the Company both also serve as directors of Goldspike. As such, the assignment of the Property under the terms of the Assignment Agreement is a “related party transaction” for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101″). The Company is relying on an exemption from the minority approval and formal valuation requirements of MI 61-101 due to the fact that the value of the transaction does not represent greater than 25% of the Company’s market capitalization. The independent directors of the Company approved the Assignment Agreement and Messers. Durham and Christie abstained from voting on the approval of the Assignment Agreement. Other than Mr. Durham and Mr. Christie, no director of the Company abstained from voting on the Assignment Agreement.

Pursuant to the terms of the Assignment Agreement Goldspike will issue 2 million of its common shares (“Common Shares”) to Norvista at a deemed value of $0.15 per Common Share and grant Norvista the right to subscribe to a private placement of up to 3,333,333 Common Shares at the price of $0.15 per Common Share for gross proceeds of up to $500,000 (the”Financing”).

Consistent with its business model, this transaction allows Norvista to deploy a portion of its capital to fund the exploration of the Property under the supervision of Goldspike’s exploration team, while also participating in the upside potential of Goldspike’s existing portfolio of Yukon gold exploration properties. Norvista believes that Goldspike has a strong management team and stable ownership structure and the Company will provide input into ongoing strategy and capital deployment decisions at Goldspike in order to enhance shareholder value..

The closing of the Assignment Agreement and the completion of the Financing are subject to the approval of the TSX Venture Exchange.

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 this release.

CAUTIONARY STATEMENT: This news release contains forward-looking information that is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information in this news release relates to, among other matters, the Company’s indirect interest in the Property under the terms of the Assignment Agreement and the proposed Financing. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, failure to convert any estimated mineral resources to reserves, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining of failures to obtain required regulatory approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of the Property, risks involved in the mineral exploration and development industry, and those other risks set out in the Company’s public documents filed on SEDAR. The Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable. Nevertheless, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable securities laws.

CONTACT INFORMATION

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

Norvista Resources Corporation Acquires Shares Of Norvista Capital Corporation

TORONTO, ONTARIO, June 6, 2014 – Gerald McCarvill, Chairman and Chief Executive Officer of Norvista Resources Corporation (“Norvista Resources”), announces that it has acquired 20,000,100 common shares of Norvista Capital Corporation (TSX-V: NVV) (“Norvista Capital”) pursuant to the Reverse Take-Over Transaction (the “RTO”) with X-Terra Resources Corporation (TSX-V:XTT) described in the Norvista Capital/X-Terra Resources Corporation joint press release of June 5, 2014. The RTO is fully described in the Management Information Circular of X-Terra Resources Corporation dated April 28, 2014 and filed on SEDAR (the “Circular”).

As a result of the RTO, Norvista Resources directly owns 20,000,100 c ommon shares of Norvista Capital, representing approximately 46% of the issued and outstanding common shares of Norvista Capital.

Norvista Resources, as set forth in the Circular, is only holding the common shares of Norvista Capital temporarily and will distribute 16,800,000 of the 20,000,100 common shares of Norvista Capital it holds to its shareholders.

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 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 this release.

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