VANCOUVER, Feb. 8, 2012 /CNW/ - Pan Terra Industries Inc. ("Pan Terra" or the "Company") (TSXV: PNT) is pleased to announce that it has completed the acquisition (the "Acquisition") of an 80% interest in the Congo Namibia Trading (PTY) Limited ("Congo Namibia") and appointed Mr. Scott Kelly as Executive Vice President and Director of the Company, effective immediately.
Congo Namibia's assets include a 100% interest in five (5) Exclusive Prospecting Licenses covering an area of 2,258km2 in the Tsumeb Copper Belt of the Otavi Mountainland of northern Namibia (the "Tsumeb Copper Property").
Mr. Alexander Helmel, President and CEO of Pan Terra, comments: "This acquisition represents a significant development for Pan Terra as these large exploration licenses are within a region known for copper production. We now move forward focused on closing the Kombat transaction in the coming month. Once both transactions have been completed, Pan Terra will hold a large exploration package surrounding the Kombat project - a historically operating mill and concentrator facility with historic deposits accessible by existing ramps and shafts. This package is conveniently located within 50km of the nearby Tsumeb smelter facility."
Tsumeb Copper Belt
The Otavi Mountainland, situated on the Northern Carbonate Platform, contains the Tsumeb Copper Belt which underwent a complex deformation during late Proterozoic and early Phanerozoic time. In general the regional structure consists of EW-trending folds, overprinted by a second folding phase producing northward verging recumbent folds.
The main types of sulphide mineralization deposit types found within the Otavi Mountainland are of the Berg Aukas, Tsumeb, and Red Bed types with primary economic minerals within the ores being copper, lead, and silver. The Tsumeb Copper belt is home to the Tsumeb, Kombat, and a number of smaller copper mines.
The Congo Namibia Agreement
Pursuant to the terms and conditions of the share purchase agreement dated October 6, 2011, as amended, between Pan Terra, Congo Namibia and certain shareholders of Congo Namibia (the "Selling Shareholders"), Pan Terra has acquired 80% of the issued and outstanding shares of Congo Namibia by paying the Selling Shareholders aggregate consideration consisting of 1) $300,000 in cash; 2) 3,000,000 common shares of the Company; and 3) 3,000,000 share purchase warrants, each exercisable to acquire one common share of the Company at a price of $0.75 per share for a period of 12 months from closing of the Acquisition. With respect to the Tsumeb Copper Property, the Company has granted the Selling Shareholders an overriding 2% royalty on future copper production. The remaining shares in Congo Namibia are held and controlled by local Namibian partners, who have, in aggregate, granted Pan Terra an option to acquire up to 10% of the issued and outstanding shares of Congo Namibia.
In addition to the Tsumeb Copper Property, Congo Namibia also holds a right to acquire a 50% interest in Antrim Mines Zimbabwe (Pty) Limited Joint Venture on the Antrim Gold Prospect in Zimbabwe. In respect to the Antrim Gold Prospect, Pan Terra has agreed to fund expenditures in the exploration and assessment phases and make future bonus payments to the Selling Shareholders of US$3.00 per ounce of gold to a maximum of US$30 million (10 million ounces of gold equivalent) based on any indicated and inferred mineral resources established under National Instrument 43-101 compliant reporting standards. The management team of Pan Terra has decided not to proceed with the Angola Nam Russia Limitada Joint Venture, which was originally announced as one of Congo Namibia's assets and formed part of the Acquisition.
In connection with the Acquisition, the Company will pay a cash finder's fee of $121,750 to Greenheart Group Ltd.
Senior Management Appointment
Pan Terra is also pleased to announce that Mr. Scott Kelly has been appointed Executive Vice President and Director of Pan Terra, effective immediately.
Mr. Kelly is an experienced business professional with more than 15 years of experience as a trusted adviser to management teams and boards of emerging companies. Mr. Kelly has direct experience serving as an independent director on public and private company boards, and prior to its acquisition by the TMX Group, Mr. Kelly was a Partner, Director and Senior Vice-President of the Equicom Group Inc., Canada's largest and most successful investor relations firm. Prior to joining Equicom, Mr. Kelly founded Biocom Inc., a strategic communications firm purchased by Equicom in 2003. Mr. Kelly holds a degree from Queen's University and postgraduate certifications from the Canadian Institute of Advertising and the University of Toronto. Mr. Kelly serves as an Independent Director of Giyani Gold Corporation.
"We are pleased to welcome Mr. Kelly to our management team and board," commented Mr. Alexander Helmel, President and CEO of the Company. "This appointment displays the ability of Pan Terra to attract leading professionals with high level experience relevant to the development of the Company."
The Company has granted incentive stock options to certain directors and consultants of the Company to purchase in aggregate, of up to 500,000 common shares of the Company. The stock options are exercisable on or before February 8, 2017 at a price of $0.57 per share.
Mr. James A. Turner, the Company's Qualified Person as defined by National Instrument 43-101, has read and approved the information contained herein.
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 accuracy of this news release.
All statements in this news release, other than statements of historical fact, that address events or developments that Pan Terra expects to occur, are "forward-looking statements". Forward-looking statements are necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause Pan Terra's actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. Such factors include, without limitation: results of due diligence investigations, the ability to enter into legally binding agreements in respect of the Kombat Mine and related assets, significant capital requirements and the ability to raise equity capital; the risks of obtaining and maintaining the validity and enforceability of the necessary licenses and permits and complying with the permitting requirements in, Namibia; the lack of certainty with respect to foreign legal systems, which may not be immune from the influence of political pressure, corruption or other factors that are inconsistent with the rule of law. Forward-looking statements are not guarantees of future performance, and actual results and future events could materially differ from those anticipated in such statements. Pan Terra expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.
For further information:
Pan Terra Industries Inc.
Suite 830 - 1100 Melville Street
Vancouver, British Columbia V6E 4A6
Alexander Helmel, President and Chief Executive Officer