/NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, May 7, 2012 /CNW/ - In respect of the previously announced acquisition ("Acquisition") by Terra Nova Minerals Inc. ("Terra Nova") of a 55% interest in two onshore petroleum exploration licenses in South Australia (the "Licenses") from Holloman Energy Corporation, Terra Nova is pleased to announce that Australia's Foreign Investment Review Board ("FIRB") has approved of the farm-out participation by Terra Nova. Under Australian law, FIRB must review foreign investment transactions as they relate to the Australian Government's foreign investment policy. On May 3, 2012, FIRB returned a "no objections" letter with respect to the Acquisition. FIRB approval is a condition for final approval of the Acquisition by the TSX Venture Exchange.
It is anticipated that the definitive agreement in respect of the Acquisition ("Definitive Agreement") will be made effective as of Friday, May 11th just prior to the expected closing of the private placement financing for gross proceeds of up to CAD$11,000,000 with Macquarie Private Wealth Inc. (Canada) (the "Financing"). The closing of the Financing remains subject to the usual closing conditions, including satisfaction of the Exchange's conditions for final approval of the Acquisition. The net proceeds of the Financing will be used to fund Terra Nova's immediate payment obligations for the seismic acquisition programs on the Licenses. A comprehensive news release in respect of the Acquisition, including geological information and further details respecting the Definitive Agreement, will be issued on May 11th following closing.
In addition, Peter Miles was recently appointed to the board of directors pursuant to the Articles of the Corporation. The appointments of the three remaining proposed directors: Henry Aldorf, Steven Harding and Mark Stevenson, will be voted upon at the next annual general meeting of shareholders or a special meeting to be called within the months following closing of the Acquisition.
Forward looking information
This news release contains forward-looking information relating to the Acquisition and other statements that are not historical facts. Such forward-looking information is subject to important risks, uncertainties and assumptions. The results or events predicated in this forward-looking information may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on this forward-looking information.
Forward looking-information is subject to certain factors, including risks and uncertainties that could cause actual results to differ materially from what is currently expected. These factors include: the expectation that the Acquisition and the financing will proceed as planned, the availability of personnel and equipment, risks related to oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of the resource estimates, environmental risks, competition from other producers, inability to retain drilling rigs and other services, incorrect assessment of the value of the properties, failure to realize the anticipated benefits of the Acquisition, delays resulting from or inability to obtain required regulatory approvals in Canada or Australia, and ability to access sufficient capital from internal and external sources, reliance on key personnel, regulatory risks and delays, including risks relating to the acquisition of necessary permits, and insurance risks.
You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While the Corporation may elect to, the Corporation is under no obligation and does not undertake to update this information at any particular time, except as required by law.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
About Terra Nova Minerals Inc.
Terra Nova Minerals Inc. is currently a Calgary based mining company. With the final acceptance of the Acquisition by the Exchange, Terra Nova will become an oil and gas issuer. Its common shares trade on the TSX Venture Exchange under the symbol "TGC".
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.
For further information:
Terra Nova Minerals Inc.
Norman J. Mackenzie
Chief Executive Officer