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VANCOUVER, April 20, 2012 /CNW/ - Pan Terra Industries Inc. ("Pan Terra" or the "Company") (TSX.V: PNT) is pleased to announce that the escrowed proceeds from the Company's $13,157,000 subscription receipt financing completed on February 29, 2012 (the "Offering") have been released from escrow following the satisfaction of the escrow release conditions. An aggregate of 26,314,000 subscription receipts (each a "Subscription Receipt") issued under the Offering have been automatically converted for no additional consideration in accordance with the terms thereof into units of the Company (each, a "Unit"). Each Unit consists of one common share of the Company (a "Share") and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant is exercisable until March 1, 2015 for one additional Share at an exercise price of $0.75 per Share.
The net proceeds of the Offering will be used to fund the cash component of the consideration payable by Pan Terra for its previously announced acquisition (the "Kombat Transaction") of 80% of the issued and outstanding shares of Manila Investments (PTY) Ltd. ("Manila") and for general corporate purposes. Closing of the Kombat Transaction is expected to occur early next week.
Dundee Securities Ltd. acted as sole agent in connection with the Offering.
For further details about the Offering and the Kombat Transaction see the Company's news releases dated December 28, 2011, February 29, 2012 and March 26, 2012.
The Subscription Receipts, Units, Shares and Warrants have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.
ON BEHALF OF THE BOARD OF DIRECTORS
PAN TERRA INDUSTRIES INC.
The TSXV has in no way passed upon the merits of the proposed Kombat Transaction or the Offering and has neither approved nor disapproved the contents of this press release.
This news release contains forward-looking statements regarding the future success of the business of the Company that is subject to risk and uncertainties. Examples of such forward- looking statements including, but are not limited to, statements concerning the Company's acquisition of the interest in Manila, the Company's intended use of the proceeds from the Offering and the Company's intention to raise additional capital and financing. These forward-looking statements involve known and unknown risk and uncertainties that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in these forward-looking statements. These risks include risks related to dependence on key personnel, competition, risks related to newly acquired businesses, uncertainty and dilution of additional financing and ability to service debt, as well as the risk factors described in the Company's Management Discussion and Analysis filed on SEDAR at www.sedar.com, and the risks to be described in any Management Information Circular. The forward-looking statements contained herein are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any such forward-looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such forward-looking statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.
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.
For further information:
Pan Terra Industries Inc.
Suite 830 - 1100 Melville Street
Vancouver, British Columbia V6E 4A6