Shareholders are reminded to vote using only the YELLOW Management proxy.
Singapore — July 8, 2015 — Terra Nova Energy Ltd. (“Terra Nova” or the “Company”) wishes to remind shareholders that the deadline for voting their YELLOW proxy FOR the Management nominees (the “Terra Nova Team”) is July 13, 2015 at 11:00AM Pacific Time.
“Shareholders have just a few days left to vote the YELLOW proxy for the Management nominees and to protect the value of their investment in Terra Nova,” notes Henry Aldorf, Chairman of Terra Nova. “We are concerned that the dissident nominees will exploit Terra Nova’s attractive cash position for unknown reasons and that the use of funds will not be for drilling, or to the benefit of Terra Nova’s shareholders.”
The Terra Nova Team believes that the dissident shareholder news release issued on July 2, 2015 fails to accurately state the facts.
- Sale of Working Interest. The Terra Nova Team, by way of disinterested director approval, sold a 5.1666% interest to Perseville Investing Inc. (“Perseville”) for $3,000,000. The sale to Perseville represents a significant premium in today’s oil and gas market, and plans to use this capital injection to start drilling shortly after the operating committee approves the drill program and the other partners demonstrate proof of funds.
- Allegations Against Henry Aldorf and Nico Civelli. The dissident shareholder refers to a statement of claim filed in the High Court of Singapore by Grant Petersen against Henry Aldorf and Nico Civelli. The Terra Nova Team notes that Perseville (as set out in a news release dated July 6, 2015) has stated that neither Henry Aldorf nor Nico Civelli are directors, officers or shareholders of Perseville. The Terra Nova Team believes that the lawsuit was filed in order to discredit Messrs. Aldorf and Civelli during this proxy contest and fully supports Messrs. Aldorf and Civelli going forward.
- Motives of Dissidents. The dissident shareholder also states that “Current management is not maintaining good relationships with the key partners. For example, they did not engage in any discussions with Holloman before terminating the farm-in agreement.” What information is the dissident shareholder relying on to make such a statement? The Terra Nova Team questions whether the dissidents would act in the shareholders or Holloman’s best interest. A new deal with Holloman would result in Terra Nova paying the costs for drilling and carrying Holloman’s interest, while Terra Nova is now fully financed to drill 5 wells on a going forward basis.
- Drill Plans for Terra Nova. Unless the dissident shareholder has obtained Terra Nova’s confidential information regarding the PELs from Holloman, the dissident shareholder has insufficient information on PEL 444 to make any statements that they could drill immediately. Further, the dissident team does not have the technical expertise to drill stratigraphic traps on PEL 444.
Terra Nova Warns Shareholders of the Dissident’s Unclear Motives and Shortcomings
- Entrenched Dissident Director Nominees. The dissident slate is composed of Michael Caetano, Kent Edney, Robert Madzej and Peter Cockcroft. All of whom, with the exception of Peter Cockcroft, serve as either an officer or director of Strongbow Resources Inc. (“Strongbow”), which is an oil and gas company quoted on the OTCQB with a working capital deficit of $1,020,724 as at February 28, 2015. Further, Strongbow is a company lacking in good corporate governance practices with its Board and Audit Committee consisting of no independent directors.
- Shareholders should question whether this dissident slate will act in the best interest of Terra Nova shareholders, or have their own “Strongbow” objective.
- Questionable Relationship. 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 relationship between the dissidents and 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).
- Will the dissidents be able to act independently without the influence of their largest shareholder in Strongbow and at what cost will this be to Terra Nova shareholders if this is not the case?
- Unknown Future. The dissidents intend to “review other strategic opportunities, including corporate acquisitions, in order to enhance shareholder value.” The dissidents state that they do not intend to merge with either Strongbow and/or Holloman. However, there is no guarantee of this and shareholders should be wary of this, considering that the majority of the dissident nominees are a member of Strongbow and Holloman’s 23.04% ownership in Strongbow. Terra Nova is opposed to any such merger due to a lack of value to the shareholders of the Company. In particular, your Company would be assuming 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..
- No Skin In the Game. The dissidents have little equity ownership in Terra Nova representing only 0.6% of the issued and outstanding shares.
Support the Terra Nova Team
The successful growth of a company is dependent upon the expertise, experience and commitment of the management team. At Terra Nova, your management team, including the Board of Directors, are committed to the long-term creation of value and we are in a position for profitable growth. The following are some elements which will help us to deliver on our goal to bring value to all of our shareholders.
- We have valuable oil and gas experience, with well over 100 years of combined experience.
- We have a proven track record in mergers, acquisitions and securing capital.
- Management and directors have been principals in two of the biggest oil and gas winners in the last 20 years: Pac LNG and Ultra Petroleum.
- We know what is required to maximize shareholder value for your Company.
- We have developed an operations plan and are ready to drill.
- We have extensive experience with respect to Canadian public companies.
- Your Terra Nova Team has already completed detailed exploration activities, financing and is ready to drill.
ISS Recommends a vote FOR the Terra Nova Team
As announced on June 30, 2015, a leading independent third party advisory firm, Institutional Shareholder Services Inc. (“ISS“), has recommended a vote FOR the election of management’s Board nominees and a “do not vote” on the Dissident’s nominees. ISS is an advisory firm which among other services, analyzes and provides independent voting recommendations to their subscribers including, pension funds, investment managers, mutual funds and other institutional shareholders.
Protect Your Investment and Vote the YELLOW Proxy Today.
To learn more about the reasons for Terra Nova’s voting recommendations, which ISS supports, shareholders should read the Company’s proxy materials, including a Letter to Shareholders and Circular. The Circular and other materials have been mailed to shareholders and are available on Terra Nova’s website at www.terranovaenergyltd, and on SEDAR at www.sedar.com.
ACT NOW – Because of the limited time before the Meeting, Shareholders are urged to vote the YELLOW proxy as soon as possible and well in advance of the final deadline for voting on July 13, 2015 at 11AM Pacific Time.
Shareholders with questions or for voting assistance may 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.
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