Terra Nova Completes $506,500 Private Placement
Singapore / TheNewswire / February 2, 2015. Terra Nova Energy Ltd. (the "Company" or "Terra Nova") (TSX-V: TGC; OTCQX: TNVMF) is pleased to announce the successful completion of its previously announced non-brokered private placement (the "Private Placement") of units of the Company (each, a "Unit") at a subscription price of $0.20 per Unit for gross proceeds of $506,500. The proceeds of this financing will allow the Company to move forward with the previously announced 2015 drilling campaign on PEL 444.
Henry Aldorf, CEO and Chairman, stated, "We are very pleased to close the private placement at a premium to the current market price, which demonstrates the strong support from our shareholders and the management. The proceeds of this financing provide additional capital as the Company prepares for the upcoming drilling campaign at PEL 444."
A total of 2,532,500 Units were issued under the Private Placement, with each Unit consisting of one common share and one-half of one common share purchase warrant (each whole share purchase warrant, a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional common share of the Company at an exercise price of $0.25 for a period of one year from the date of the issue. Terra Nova has the right to accelerate the expiry date of the Warrants if, at any time, the average closing price of Terra Nova's common shares is equal to, or greater than $0.35 for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after Terra Nova issues a news release announcing that it has elected to exercise this acceleration right.
Terra Nova's directors and officers subscribed for a total of 1,082,500 Units under the Private Placement. Of the Units subscribed for by insiders, Mr. Aldorf, Chief Executive Officer, Chairman and a director of Terra Nova, subscribed for 750,000 Units, Mr. Civelli, Vice-President Finance and a director of Terra Nova, subscribed for 200,000 Units, Mr. McMorran, a director of Terra Nova, subscribed for 50,000 Units and Mr. Jarvis, a director of Canyon, subscribed for 82,500 Units. As a result, the issuance of Units to these insiders is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. Terra Nova is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101.
The Units, common shares and Warrants issued under the Private Placement are subject to a hold period expiring four months plus one day from closing in accordance with the rules and policies of the TSXV and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws. The Company intends to use the net proceeds from the Private Placement to fund Terra Nova's work program on PEL 444, as well as for general working capital and corporate purposes.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the "U.S. Securities Act") or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of Terra Nova's securities in the United States.
About Terra Nova Energy Ltd.
Terra Nova Energy Ltd. is an oil and gas company with a right to acquire up to a 55% working interest in two onshore petroleum exploration licenses ("PELs"), being PEL 112 and PEL 444, located on the western flank of the Cooper/Eromanga Basins in the State of South Australia, Australia. Its common shares trade on the TSX Venture Exchange under the symbol "TGC" and its ordinary shares trade in the U.S. on the OTCQX marketplace under the symbol "TNVMF."
For more information please contact:
Lydia Danis
Corporate Communications
T: +1 604 200 1039
Email: lydia@terranovaenergyltd.com
Nico Civelli
VP Finance
T: +65 9395 8990
Email: nico@terranovaenergyltd.com
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.
This news release contains forward-looking information relating to Terra Nova's intentions to conduct the seismic program and subsequent drilling programs and other statements that are not historical facts. Such forward-looking information is subject to important risks and uncertainties that could cause actual results to differ materially from what is currently expected, for example: risks related to oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, competition from other producers, inability to retain drilling rigs and other services, reliance on key personnel, and insurance risks. Findings by other oil and gas issuers does not necessarily indicate that Terra Nova will be successful in making such findings in the Western Flank. In making such forward-looking statements, Terra Nova has relied upon certain assumptions relating to geological settings, commodity prices, the stability of markets and currencies and the availability of capital to Terra Nova in order to continue with the seismic and drilling programs. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Terra Nova may elect to, Terra Nova is under no obligation and does not undertake to update this information at any particular time, except as required by applicable securities law
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