/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO US NEWS WIRE SERVICES/
CALGARY, July 15 /CNW/ - Terrex Energy Inc. (TSX-V - TER) ("Terrex") announces that it has closed today the previously announced private placement of 15,169,932 common shares to Macquarie Resource Capital Canada Ltd. ("Macquarie"), a wholly owned subsidiary of Macquarie Bank Limited, for gross proceeds of $2,806,437. As a result of this private placement and Macquarie's participation in the private placement of 37,933,646 common shares of Terrex for gross proceeds of $7,251,230 completed in June 2010, Macquarie has increased its total investment in Terrex to $4 million, and holds common shares representing approximately 27% of the issued and outstanding shares of Terrex.
Concurrent with the closing of this subsequent private placement to Macquarie, Terrex issued to Macquarie 2,000,000 purchase warrants, each whole warrant entitling the holder to purchase one common share at an exercise price of $0.185 per share. The purchase warrants will vest and become exercisable as to one-third each on the first, second and third six month periods from the date of grant and will expire on July 15, 2015.
In connection with this private placement, Terrex has provided Macquarie with the right, but not the obligation, to appoint a person as a director of Terrex or to have an observer attend Terrex directors' meetings, so long as Macquarie's equity investment represents 15% or greater of the issued and outstanding shares of Terrex. Macquarie has advised Terrex that it does not currently intend to appoint a director to the Terrex board.
The securities issued in connection with the private placement are subject to a four-month hold period, expiring on November 16, 2010, in compliance with the policies of the TSX Venture Exchange and applicable securities legislation.
Terrex paid a finder's fee of 5% of the gross proceeds from the private placement to Leede Financial Markets Inc. in connection with the private placement, and paid a fee equal to 2% of the gross proceeds from the private placement to Nova Bancorp Securities Ltd. for the provision of management and financial adviser services to Terrex in connection with the private placement. Harry Knutson, a director of Terrex, is the Chairman and Chief Executive Officer of Nova Bancorp Securities Ltd.
Terrex intends to use the net proceeds from the private placement 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. Terrex will apply the improved oil recovery and enhanced oil recovery technologies and procedures as dictated by the logistics and characteristics of each reservoir, to improve or enhance production and access additional recoverable reserves.
Terrex Energy Inc. is a 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 shares are listed and trade on the TSX Venture Exchange under the trading symbol "TER".
Neither the TSV Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of Canadian securities laws. All statements other than statements of historical fact are forward-looking statements. In particular, this press release contains forward-looking statements pertaining to Terrex's planned use of the net proceeds from the private placement, the business strategy of Terrex and Macquarie's intention to elect to have a representative director on the Terrex Board. Undue reliance should not be placed on forward-looking statements, which are inherently uncertain, are based on estimates and assumptions, and are subject to known and unknown risks and uncertainties (both general and specific) that contribute to the possibility that the future events or circumstances contemplated by the forward-looking statements will not occur. There can be no assurance that the plans, intentions or expectations upon which forward-looking statements are based will in fact be realized. Actual results will differ, and the difference may be material and adverse to Terrex and its shareholders. Forward-looking statements are based on Terrex's current beliefs as well as assumptions made by, and information currently available to, Terrex concerning business prospects, strategies, market conditions and the intentions of Macquarie. Although management considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. By their very nature, forward-looking statements involve inherent risks and uncertainties (both general and specific) and risks that forward-looking statements will not be achieved. These factors may be found under the heading "Risk Factors" in the the Terra Venture Inc.'s management information circular dated May 5, 2010 in respect of the shareholders meeting to be held on June 4, 2010, a copy of which is available at www.sedar.com. Readers are cautioned that the this list of factors that may affect future results is not exhaustive.
The forward-looking statements contained in this press release are made as of the date hereof and Terrex does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, except as required by applicable law. The forward-looking statements contained herein are expressly qualified by this cautionary statement.
SOURCE Terrex Energy Inc.
For further information: For further information: Kim Davies, President & CEO or Norm Knecht, VP Finance & CFO at (403) 264-4430 or visit Terrex's website at www.terrexenergy.ca