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VANCOUVER, Feb. 14, 2012 /CNW/ - Pan Terra Industries Inc. ("Pan Terra" or the "Company") (TSX.V: PNT) is pleased to announce that, due to strong investor demand for its offering (the "Offering") of non-transferrable subscription receipts (the "Subscription Receipts") at an offering price of $0.50 per Subscription Receipt (the "Offering Price"), previously announced on February 8, 2012, the Company has agreed to increase the size of the Offering to up to 26,000,000 Subscription Receipts for aggregate gross proceeds of up to $13,000,000. The Offering is being conducted on a reasonable commercial efforts basis private placement through Dundee Securities Ltd. ("Dundee" or the "Agent"), acting as the sole agent. Each Subscription Receipt, upon exercise, will entitle the holder thereof to acquire one unit of the Company (each, a "Unit"), each Unit being comprised 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 will be exercisable for a period of 36 months from the closing date of the Offering (the "Closing Date") for one common share of the Company (a "Warrant Share") at an exercise price of $0.75 per Warrant Share. The increased size of the Offering includes an early exercise by Dundee of the agent's option previously granted by the Company to offer for sale up to an additional 4,000,000 Subscription Receipts at the Offering Price. Full details of the Offering are set out in the Company's news release issued on February 8, 2012 which is available on SEDAR at www.sedar.com.
The Company intends to use the net proceeds of the Offering 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., and for general corporate purposes. For further details on the Kombat Transaction see the Company's news release dated December 28, 2011.
All securities issued in connection with the Offering will be issued under exemptions from the prospectus requirement and will be subject to a statutory hold period of four months and a day from the date of issuance.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, which include, but are not limited to, the approval of the TSX Venture Exchange.
The Subscription Receipts and the underlying securities 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 the 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