Singapore – June 18, 2015 – Terra Nova Energy Ltd. (“Terra Nova” or “Company”) (TSX-V: TGC; OTCQX: TNVMF) wishes to notify its shareholders that it faces a contested election for its board of directors (the “Terra Nova Team”) at its upcoming annual general meeting of shareholders (the “Meeting”). Terra Nova’s Information Circular together with a letter to Shareholders have been filed on SEDAR and can also be on Terra Nova’s website at www.terranovaenergyltd.com.
The superior qualifications and track record of the Terra Nova Team
The Terra Nova Team adds significant value to Terra Nova shareholders over the dissident nominees.
- Valuable oil and gas experience. The Terra Nova Team has extensive experience with oil and gas issuers, including large producing oil and gas companies. A detailed summary of the Terra Nova Team’s experience is set forth in the Information Circular filed on SEDAR.
- Proven track record in mergers, acquisitions and raising capital. The Terra Nova Team has in the past completed successful financings to meet its ongoing obligations. The board of directors is confident that the Company will be able to continue to do so in the future.
- Maximizing shareholder value. The Terra Nova Team carefully and diligently developed an operations plan in order to develop PEL 444. With the guidance of Mr. Aldorf, Terra Nova has managed to significantly reduce unnecessary expenditures, efficiently manage PEL 444 and terminate an inequitable Farm-In Agreement.
- Had the Terra Nova Team not terminated the existing Farm-In Agreement, Terra Nova’s existing cash position would only allow for one well to be drilled on the Australian petroleum licenses in order to earn an additional 5.8333% interest in the licenses. Further, there is a substantial risk that a one-well program will result in a dry hole.
- By terminating the Farm-In Agreement, the Terra Nova Team has reduced Terra Nova’s risk substantially as it is not required to spend nearly all of its cash on a one-well program that could result in a dry well. Instead, all stakeholders are now required to proportionately pay for the drill program. Based on Terra Nova’s interest in the licenses, it has sufficient cash to propose and participate in a multi-well program on the licenses which significantly increases the probability of finding oil on the licenses.
- Established an operations plan and ready to drill. The Company has already invested time and money into developing its operations plan. The Terra Nova Team is ready to commence drilling after completing a thorough subsurface program. If the dissident’s proposed board is elected, the drilling will likely be delayed for an indeterminate time while the new board familiarizes itself with the Company and develops its own operations plan. If the dissidents fail to drill Petroleum Exploration License 444 (“PEL 444”) by January 2016, PEL 444 will be extinguished, which will have a material adverse effect on Terra Nova’s future performance and value.
- Extensive corporate governance experience with respect to Canadian public companies. The Terra Nova Team has extensive experience dealing with Canadian public companies and complying with reporting requirements. In order to ensure compliance and reduce the costs of professional fees the Company needs a Board of Directors and management with Canadian public company and regulatory experience.
Unclear Motives of Dissident Shareholders
We ask our shareholders – what are the Dissidents real motives? The dissident motives are unclear to the Terra Nova Team for the following reasons:
- Dissidents Manage a Company in Financial Distress. The dissident team is composed of: Michael Caetano, Kent Edney, Robert Madzej and Peter Cockcroft. Each of Messrs. Caetano, Edney and Madzej are either officers or directors of Strongbow Resources Inc. (“Strongbow”), which is an oil and gas company quoted on the OTCQB with cash on hand of $26,858 and a working capital deficit of $1,020,724 as at February 28, 2015
- Unclear Relationship with Holloman. The dissidents plan to “leverage their good relationships with Holloman to negotiate and consummate a new agreement for PEL 112 and PEL 444 with a view to increasing Terra Nova’s interest”. The Terra Nova Team has determined that it is in the best interests to have both Holloman and Perseville Investing Inc. (“Perseville”) share in the costs of any future drill program. By having all the stakeholders proportionately pay for the drill program, it will allow for a multi-well drill program and, together with the recent subsurface work, reduce the risk of a dry well.
- The relationship between the dissidents and Holloman Energy Corporation (“Holloman”) should be a concern to the shareholders of Terra Nova. Holloman Value Holdings, LLC holds 23.04% of the issued shares of Strongbow, being its largest shareholder (as set forth in Strongbow’s Annual Report on Form 10-K filed with the SEC on June 2, 2015). In their news release dated June 11, 2015, the dissidents failed to disclose this material relationship and, on review of the SEC’s EDGAR site, it is apparent that Holloman Value Holdings, LLC may have failed to file any insider reports under section 16 of the Securities Exchange Act of 1934, as amended, or Schedule 13D’s with the Securities Exchange Commission disclosing that it is in fact an insider of Strongbow.
- Dissidents Plan to Dilute Company Further. The dissident team also wishes to “raise adequate financing to carry out PEL 112 and PEL 444 exploration activities”. By selling a 5.1666% interest in the Australian petroleum licenses to Perseville, the Terra Nova Team raised $3,000,000 without causing any share capital dilution to the shareholders. The Terra Nova Team has already completed detailed exploration activities, and financing, and is ready to drill.
- Potential Merger with Financially Distressed Companies. The dissidents intend to “review other strategic opportunities, including corporate acquisitions, in order to enhance shareholder value.” It remains unclear whether the dissidents intend to use Terra Nova to merge with either Strongbow and/or Holloman. The Terra Nova Team is opposed to any such merger as it would cause Terra Nova to assume Strongbow’s working capital deficiency of approximately $1.021 million as at February 28, 2015, as reported in their Annual Report on Form 10-K for the year then ended, and/or Holloman’s working capital deficiency of approximately $0.194 million as at March 31, 2015, as reported in their Quarterly Report on Form 10-Q for the three months then ended. Any potential transaction would cause further dilution to the shareholders of Terra Nova.
- Dissidents Hold Limited Number of Shares of Terra Nova. The dissidents have little equity ownership in Terra Nova as they have notified us that they hold, directly and indirectly only 536,496 common shares of Terra Nova, representing 0.6% of the issued and outstanding shares. The Terra Nova Team will hold the dissidents to strict compliance with the requirement that they have not solicited more than 15 persons prior to filing the dissident circular. Given numerous message board posts over the past weeks, the Terra Nova Team is concerned that the dissidents did not comply with the mandatory proxy solicitation requirements.
Based on the foregoing, the Terra Nova Team is concerned that Terra Nova’s attractive cash position may be exploited for reasons unclear to us and that the use of funds will not be for drilling, or to the benefit of Terra Nova’s shareholders.
Shareholders are encouraged to vote today using the YELLOW Proxy and Vote FOR Management’s Director Nominees for a continued brighter future.
Shareholders with questions or for voting assistance to please contact Terra Nova’s proxy solicitation agent:
Laurel Hill Advisory Group
North American Toll Free Number: 1-877-452-7184
Collect Outside North America: 1-416-304-0211
About Terra Nova Energy Ltd.
Terra Nova Energy Ltd. is an oil and gas company with a 20.66% 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” and its ordinary shares trade in the U.S. on the OTCQX marketplace under the symbol “TNVMF.”
For more information please contact:
Terra Nova Energy Ltd.
T: +1 604 200 1039
T: +65 9395 8990
This news release contains forward-looking information relating to Terra Nova’s intentions to conduct the 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 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. Findings by other oil and gas issuers does not necessarily indicate that Terra Nova will be successful in making such findings in the Western Flank. 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 and the availability of capital to Terra Nova in order 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.
You can return to the main News Releases page, or press the Back button on your browser.