July 8, 2013 – Vancouver, British Columbia – Terra Nova Energy Ltd. (“Terra Nova“) is pleased to announce that it has closed its previously announced private placement financing by issuing $1,905,000 of convertible notes (the “Offering”). The convertible notes issued in the Offering will bear interest at a rate of 10%, payable annually, and will mature and be payable one year from the date of issuance (the “Notes”).
The Notes are convertible at the option of the holder into common shares of Terra Nova at a conversion price of $0.11 per share. Terra Nova may elect to settle any accrued and unpaid interest through the issuance of such number of common shares of Terra Nova determined by dividing the interest accrued by the closing price of Terra Nova’s common shares on the TSX Venture Exchange on the last trading day preceding the interest payment date.
Under the Offering, Terra Nova issued finders a total of 818,181 share purchase warrants (“Finder’s Warrants”). Each Finder’s Warrant is exercisable at a price of $0.11 per share for a period of 1 year from the date of issue.
The securities issued will be subject to a hold period expiring on October 29, 2013 pursuant to applicable Canadian securities laws and the rules of the TSX Venture Exchange.
The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of Terra Nova’s securities in the United States.
Proceeds of the Offering will be used to fund Terra Nova’s seismic program on PEL 444 as well as for general working capital and corporate purposes.
Resignation of Director
Terra Nova also announces that James Hutton has resigned from its board of directors. Terra Nova wishes to thank Mr. Hutton for his contribution as a member of its board of directors.
About Terra Nova Energy Ltd.
Terra Nova Energy Ltd. is an oil and gas company with a right to acquire up to a 55% working interest in two onshore petroleum exploration licenses (“PELs”), being PEL 112 and PEL 444, located on the western flank of the Cooper Eromanga Basin in the State of South Australia, Australia. Its common shares trade on the TSX Venture Exchange under the symbol “TGC”.
For more information please contact:
Terra Nova Energy Ltd.
+41 44 217 4804
Forward looking information
This news release contains forward-looking information relating to Terra Nova’s intentions to conduct the seismic program and subsequent drilling programs and other statements that are not historical facts. Such forward-looking information is subject to important risks and uncertainties that could cause actual results to differ materially from what is currently expected, for example: risks related to Terra Nova’s ability to complete the proposed convertible note financing, oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, competition from other producers, inability to retain drilling rigs and other services, reliance on key personnel, and insurance risks. In making such forward-looking statements, Terra Nova has relied upon certain assumptions relating to geological settings, commodity prices, the stability of markets and currencies, the availability of capital, and Terra Nova’s ability to continue with the seismic and drilling programs. You should not place undue importance on forward-looking information and should not rely upon this information as of any other date. While Terra Nova may elect to, Terra Nova is under no obligation and does not undertake to update this information at any particular time, except as required by applicable securities law.
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.
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