Yellowknife, Northwest Territories - TerraX Minerals Inc. (TSX.V: TXR; OTC Pink: TRXXF; Frankfurt: TX0) has agreed to grant an option to Osisko Exploration James Bay Inc. (formerly Virginia Mines Inc.) ("Osisko Exploration"), a wholly-owned subsidiary of Osisko Gold Royalties Ltd. ("Osisko") (TSX: OR) to purchase an additional 1.0% net smelter return royalty ("NSR") on its wholly-owned Yellowknife City Gold Project ("YCG") in the Northwest Territories. To purchase this option, Osisko Exploration will pay TerraX $1 Million in cash. The option entitles Osisko Exploration to purchase a 1.0% NSR on production from the properties that comprise the YCG by payment of an additional $2 Million within 3 months following commencement of production. This 1.0% NSR is in addition to the existing Osisko Exploration option to acquire a 2% NSR on YCG (subject to underlying royalties to certain property vendors, and payment of $2 Million within 3 months of the start of production from those properties). Osisko Exploration owns 9.24% of the common shares of TerraX.
Osisko will also invest up to $2.5 Million into TerraX through the purchase of a non-brokered flow-through private placement of common shares at a premium to market, subject to certain conditions as follows:
- the concurrent completion of a private placement by TerraX of up to $3.5 million on comparable terms;
- TerraX obtaining approval from the TSX Venture Exchange, where such approval shall not require TerraX shareholder approval of the transactions;
- execution of definitive transaction documentation in respect of the additional NSR and Osisko private placement; and
- appointment of a nominee of Osisko to the board of TerraX on closing.