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12.05.2010
TERRA ANNOUNCES SPECIAL MEETING TO APPROVE PLAN OF ARRANGEMENT
TERRA ANNOUNCES SPECIAL MEETING TO APPROVE PLAN OF ARRANGEMENT
May 11, 2010 – Vancouver, British Columbia – Further to the news release dated February 1, 2010, Terra Ventures Inc. (“Terra” or the “Company”) announces that a special meeting of the shareholders of the Company (the “Shareholders”) will be held on June 4, 2010 to consider a plan of arrangement (the “Arrangement”) pursuant to which the Company will complete a spinoff transaction and all of the shares of Terrex Energy Inc. (“Terrex”) held by the Company will be distributed to Shareholders. The management information circular prepared by the Company dated May 5, 2010 is available on SEDAR at www.sedar.com and has been mailed to the Shareholders.
It is a condition of the Arrangement that the shares of Terrex be approved for listing on the TSX Venture Exchange on or before the effective date of the Arrangement. Terra received conditional approval from the TSX Venture Exchange on May 6, 2010. The Arrangement is also subject to court, shareholder and customary regulatory approvals. Terra expects to be able to complete the transaction on or about June 9, 2010 subject to receipt of all required approvals.
Terrex is a wholly-owned subsidiary of the Company that was incorporated for the purpose of acquiring oil and gas properties for exploitation; the first of which is an oil property in Alberta, known as the Strathmore Property. The statement of reserve data and the oil and gas information with respect to the Strathmore Property has been filed on SEDAR and can be viewed by electronic means by accessing www.sedar.com. Pursuant to the Arrangement, the Company will reorganize its present operations into two separate public companies, the Company and Terrex,
Provided that all conditions to implement the Arrangement are satisfied, the following steps will occur, one immediately after the other:
1. Each common share of the Company (a “Common Share”) held by a shareholder of the Company who dissents to the Arrangement shall be deemed to be transferred by the holder thereof to the Company for cancellation and the Company shall be obliged to pay the amount therefore determined and payable in accordance with the Arrangement, and the Company shall cause such Common Shares to be cancelled.
2. The Company will alter its share capital by re-designating the Common Shares as “Terra Class A Shares” and by creating an unlimited number of common shares (the “New Terra Common Shares”).
3. Each issued and outstanding Terra Class A Share will be exchanged with the Shareholders for one (1) New Terra Common Share and one-half of one (0.5) common share of Terrex (a “Terrex Common Share”), and the Terra Class A Shares will be cancelled.
4. Each issued and outstanding warrant of the Company (a “Warrant”) will be exchanged with the warrant holders for one (1) new warrant of Terra (a “New Terra Warrant”) and one-half of one (0.5) warrant of Terrex (a “Terrex Warrant”), and the Warrants will be cancelled.
5. No fractional New Terra Common Shares or Terrex Common Shares will be distributed to the shareholders of the Company.
As a result of the foregoing, on the effective date of the Arrangement, two public companies will exist, the Company and Terrex. The Shareholders (other than shareholders who dissent to the Arrangement) will own both New Terra Common Shares and Terrex Common Shares, and the warrant holders of the Company will own both New Terra Warrants and Terrex Warrants.
For further particulars about the Company, please contact Gunther Roehlig, President, at 1-866-683-0911 or visit the Company’s website at www.terrauranium.com.
On behalf of the board of directors of
TERRA VENTURES INC.
“Gunther Roehlig”
Gunther Roehlig, President
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 news release.
This News Release contains forward-looking statements. Forward-looking statements are statements which relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
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May 11, 2010 – Vancouver, British Columbia – Further to the news release dated February 1, 2010, Terra Ventures Inc. (“Terra” or the “Company”) announces that a special meeting of the shareholders of the Company (the “Shareholders”) will be held on June 4, 2010 to consider a plan of arrangement (the “Arrangement”) pursuant to which the Company will complete a spinoff transaction and all of the shares of Terrex Energy Inc. (“Terrex”) held by the Company will be distributed to Shareholders. The management information circular prepared by the Company dated May 5, 2010 is available on SEDAR at www.sedar.com and has been mailed to the Shareholders.
It is a condition of the Arrangement that the shares of Terrex be approved for listing on the TSX Venture Exchange on or before the effective date of the Arrangement. Terra received conditional approval from the TSX Venture Exchange on May 6, 2010. The Arrangement is also subject to court, shareholder and customary regulatory approvals. Terra expects to be able to complete the transaction on or about June 9, 2010 subject to receipt of all required approvals.
Terrex is a wholly-owned subsidiary of the Company that was incorporated for the purpose of acquiring oil and gas properties for exploitation; the first of which is an oil property in Alberta, known as the Strathmore Property. The statement of reserve data and the oil and gas information with respect to the Strathmore Property has been filed on SEDAR and can be viewed by electronic means by accessing www.sedar.com. Pursuant to the Arrangement, the Company will reorganize its present operations into two separate public companies, the Company and Terrex,
Provided that all conditions to implement the Arrangement are satisfied, the following steps will occur, one immediately after the other:
1. Each common share of the Company (a “Common Share”) held by a shareholder of the Company who dissents to the Arrangement shall be deemed to be transferred by the holder thereof to the Company for cancellation and the Company shall be obliged to pay the amount therefore determined and payable in accordance with the Arrangement, and the Company shall cause such Common Shares to be cancelled.
2. The Company will alter its share capital by re-designating the Common Shares as “Terra Class A Shares” and by creating an unlimited number of common shares (the “New Terra Common Shares”).
3. Each issued and outstanding Terra Class A Share will be exchanged with the Shareholders for one (1) New Terra Common Share and one-half of one (0.5) common share of Terrex (a “Terrex Common Share”), and the Terra Class A Shares will be cancelled.
4. Each issued and outstanding warrant of the Company (a “Warrant”) will be exchanged with the warrant holders for one (1) new warrant of Terra (a “New Terra Warrant”) and one-half of one (0.5) warrant of Terrex (a “Terrex Warrant”), and the Warrants will be cancelled.
5. No fractional New Terra Common Shares or Terrex Common Shares will be distributed to the shareholders of the Company.
As a result of the foregoing, on the effective date of the Arrangement, two public companies will exist, the Company and Terrex. The Shareholders (other than shareholders who dissent to the Arrangement) will own both New Terra Common Shares and Terrex Common Shares, and the warrant holders of the Company will own both New Terra Warrants and Terrex Warrants.
For further particulars about the Company, please contact Gunther Roehlig, President, at 1-866-683-0911 or visit the Company’s website at www.terrauranium.com.
On behalf of the board of directors of
TERRA VENTURES INC.
“Gunther Roehlig”
Gunther Roehlig, President
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 news release.
This News Release contains forward-looking statements. Forward-looking statements are statements which relate to future events. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.
NEWSLETTER REGISTRIERUNG:
Aktuelle Pressemeldungen dieses Unternehmens direkt in Ihr Postfach:
<a href="http://www.irw-press.com/alert_subscription.php?lang=en&isin=CA88102A1093">http://www.irw-press.com/alert_subscription.php?lang=en&isin=CA88102A1093</a>
Mitteilung übermittelt durch IRW-Press.com. Für den Inhalt ist der Aussender
verantwortlich.
Kostenloser Abdruck mit Quellenangabe erlaubt.