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VANCOUVER and CALGARY, June 14 /CNW/ - Terra Ventures Inc. ("Terra") (TSXV: TAS) and Terrex Energy Inc. ("Terrex") are pleased to announce that they completed, on June 11, 2010, the previously announced plan of arrangement (the "Arrangement") involving Terra, shareholders of Terra and Terrex under section 288 of the Business Corporations Act (British Columbia).
At a special meeting of shareholders held on June 4, 2010, Terra's shareholders overwhelmingly approved the Arrangement with approximately 99.5% of the votes cast by holders of common shares of the Company voted in favour of the Arrangement. The final court order in respect of the Arrangement was granted on June 7, 2010.
The Arrangement was completed to reorganize Terra and its operations into two separate public companies, being Terra and Terrex, which was prior to the completion of the Arrangement, a wholly-owned subsidiary of Terra, so that each company will have the flexibility to utilize and exploit their respective assets. Terrex is a wholly-owned subsidiary of Terra that was incorporated for the purpose of acquiring oil and gas properties for exploitation.
Pursuant to the Arrangement, each common share of Terra ("Terra Share") was exchanged for one new common share of Terra (a "New Terra Common Share") and 0.5 of a common share of Terrex (a "Terrex Common Share"), and each warrant of Terra (a "Terra Warrant") was exchanged for one new warrant of Terra and 0.5 of a warrant of Terrex. No fractional New Terra Common Shares or Terrex Common Shares were distributed to the shareholders of Terra.
Terrex is expecting to complete its previously announced private placement offering to raise a minimum of $5 million and a maximum of $10 million at initial closings expected to take place on June 14 and 16, 2010 in the amount of approximately $4,500,000, with subsequent closings on or about June 22, 2010, with listing of the Terrex Shares on the TSX Venture Exchange (the "Exchange") expected on or about June 23, 2010. The proceeds of the private placement will be held in escrow pending completion of the listing of the Terrex Shares on the Exchange. The net proceeds will be used by Terrex to satisfy Exchange minimum listing requirements and to acquire, through acquisitions, joint ventures or participation arrangements, interests in properties where improved oil recovery and enhanced oil recovery potential has been identified by management.
At the special meeting of Terra shareholders held on June 4, 2010, the shareholders also approved Macquarie as a potential new "Control Person" of Terrex (as defined in the Exchange Corporate Finance Manual) in accordance with the requirements of the Exchange. Assuming completion of the private placement as contemplated, Macquarie is expected to hold in excess of 25% of the issued and outstanding Terrex Shares.
Terra Ventures Inc. is a Vancouver, British Columbia based junior exploration company focused principally on acquiring and developing quality uranium projects which have world class potential. Terra is dedicated to building shareholder value by acquiring strategic uranium properties in this period of strengthening global demand for uranium supply. Terra's combination of strategic land positions, advanced stage projects and no risk carried interest projects - combined with technical expertise and management's fundraising ability - are the foundation for growth in the uranium business. The common shares of Terra are listed and trade on the Exchange under the trading symbol "TAS".
Terrex Energy Inc. is a newly formed Calgary, Alberta based company engaged in the exploration for, and development and production of petroleum and natural gas in the Western Canadian Sedimentary Basin. The Company is primarily focused on a strategy of growing reserves and production through applying proven, improved and enhanced oil recovery technologies to existing under-exploited, large original oil in-place medium and light oil reservoirs. Terrex has received conditional approval to list its common shares for trading on the 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 news release.
Certain information set out in this joint news release constitutes forward-looking information. Forward looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "intend", "could", "might", "should", "believe" and similar expressions. In particular, this joint news release contains the following forward-looking statements in respect of the listing of the Terrex Shares on the Exchange, participating by Macquarie in the private placements, the terms, conditions and timing of the private placements, the use of the proceeds from the private placements and Macquarie becoming a "Control Person" of Terra pursuant to the private placements. Forward-looking statements are based upon the opinions and expectations of management of Terra and Terrex, as at the effective date of such statements and, in certain cases, information provided or disseminated by third parties. Although Terra and Terrex believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, and that information obtained from third party sources is reliable, they can give no assurance that those expectations will prove to have been correct. With respect to forward-looking statements contained in this joint news release, Terra and Terrex have made assumptions regarding, among other thing, the proceeds from the private placement, the entering into, and terms, of a definitive subscription agreement with Macquarie and other subscribers, and the listing of Terrex Shares on the Exchange. Although Terra and Terrex believe that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the failure of Terrex and subscribers (including Macquarie) to enter into definitive subscription agreements, the failure of the Exchange to list the Terrex Shares and the other factors described under "Risk Factors" in Terra's management information circular dated May 5, 2010 in respect of the shareholders' meeting held on June 4, 2010, a copy of which is available at www.sedar.com. Readers are cautioned that this list of risk factors should not be construed as exhaustive. These statements are made as at June 11, 2010, and except as required by applicable law, neither Terra nor Terrex intends to update any of the forward-looking statements to confirm these statements or actual results.
SOURCE TERRA VENTURES INC.
For further information: For further information: For further particulars about Terra, please contact Gunther Roehlig, President, at 1-866-683-0911 or Visit Terra's website at www.terrauranium.com; For further particulars about Terrex, please contact Kim Davies, President & CEO or Norm Knecht, VP Finance & CFO at (403) 264-4430 or visit Terrex's website at www.terrexenergy.ca