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04.06.2010
Terra Ventures update regarding Terrex Energy spin-out transaction.
Terra Ventures update regarding Terrex Energy spin-out transaction.

June 3, 2010, - Vancouver, British Columbia – Terra Ventures Inc. (TSXV-TAS) ("Terra") and Terrex Energy Inc. ("Terrex") would like to announce the following updates in respect to the previously announced spin-out of Terrex pursuant to a plan of arrangement (the “Arrangement”), listing of the Terrex common shares on the TSX Venture Exchange (the "Exchange"), the Terrex private placement and additions to the Terrex board and management.

Terrex Spin-out Transaction, Private Placement and Listing on the Exchange

Terra's previously announced special meeting of shareholders to consider the Arrangement to give effect to the spin-out of Terrex as a public company will be held on June 4, 2010. If the Arrangement is approved by shareholders and the applicable court, Terra expects that the Arrangement would be completed on or about June 9, 2010.

It is a condition to completion of the Arrangement that the shares of Terrex be approved for listing on the Exchange. It is a condition to listing that Terrex raise sufficient proceeds in its previously announced private placement so as to satisfy Exchange minimum listing requirements. Terrex had originally expected to complete the private placements concurrent with the completion of the Arrangement on June 9, 2010, but now plans to complete an initial closing of approximately $4,500,000 in proceeds from the private placement on June 9, 2010 (the "First Closing") and complete the listing of the Terrex shares on or about June 23, 2010 so as to allow Terrex to complete a second closing of its private placement on or before June 22, 2010 (the "Second Closing"). The proceeds of both closings would be held in escrow pending completion of the listing of the Terrex shares on the Exchange. On this basis, the spin-out of Terrex will be completed prior to the listing of the Terrex common shares on the Exchange.

Participation of Macquarie in Terrex Private Placements

Terrex has reached an understanding with Macquarie Resource Capital Canada Ltd. ("Macquarie"), an indirect, wholly owned subsidiary of Macquarie Group Limited, whereby Macquarie, subject to the satisfaction of certain conditions, would participate in the First Closing by subscribing for 9.9% of the issued and outstanding shares of Terrex as at closing, at a price of $0.185 per share, and would participate in the Second Closing to maintain its 9.9% share ownership at a price of $0.185 per share. The proceeds received from Macquarie as part of the First Closing and Second Closing would be held in escrow pending satisfaction of the conditions noted above.

Macquarie would also have the right to subscribe for such additional amount of shares at a price equal to the 10-day volume weighted average trading price of the common shares (the "Trading Price") (less the permitted market discount rate of 25%), subject to a minimum price of $0.185, such that their total investment will equal $4,000,000, which is to be completed by August 20, 2010. Macquarie's participation in this subsequent private placement would be subject to satisfaction of certain conditions, including completion of definitive documentation, Terrex's receipt of gross proceeds of at least $6,500,000 from the private placements completed on or before June 23, 2010, listing of Terrex shares and Macquarie's being satisfied with the purchase price.

Concurrent with closing of the subsequent private placement, Terrex would issue to Macquarie purchase warrants (the "Purchase Warrants") to acquire up to 2,000,000 common shares of Terrex at an exercise price equal to the greater of the Trading Price or $0.185. The Purchase Warrants will be subject to vesting conditions (and will vest and become exercisable as to one-third on each of the first, second and third six month periods from the date of grant) and will expire five years from the date of grant.

In addition, concurrent with closing of the subsequent private placement, Terrex would provide Macquarie with the right, but not the obligation, to appoint a person as a director of Terrex or to have an observer attend Terrex Board meetings, so long as Macquarie's equity investment represents 15% or greater of the issued and outstanding shares. Macquarie has advised Terra and Terrex that it does not currently intend to appoint a director to sit on the Board.

Assuming completion of the private placements as contemplated, Macquarie is expected to hold in excess of 25% of the issued and outstanding shares of Terrex. Accordingly, Macquarie will be deemed by the Exchange to be a “Control Person” of Terrex, as defined in the Exchange Corporate Finance Manual. Shareholders of Terra will be asked to approve Macquarie as a potential new "Control Person" at the June 4, 2010 shareholders meeting in accordance with the requirements of the Exchange.

Terrex will pay a finder's fee of 5% to certain persons in connection with the private placements, including any finder who introduced a subscriber to the private placements, payable in cash at the time of closing, provided that no finder's fee shall be payable in respect of any amount subscribed for by the directors and officers of Terrex and, for certainty, excluding subscriptions introduced to the private placement by Terrex. In addition, Terrex has agreed to pay a fee equal to 2% of the gross proceeds from the private placements to Nova Bancorp Securities Ltd. for the provision of management and financial adviser services to Terrex in connection with the private placements. 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 placements to satisfy the minimum listing requirements of the Exchange and also intends to use the net proceeds 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. The Corporation will apply the improved oil recovery and enhanced oil recovery technologies and procedures as dictated by the by logistics and characteristics of each reservoir, to improve or enhance production and access additional recoverable reserves.

Completion of the private placements is subject to final acceptance of the Exchange.

Update to Terrex Board of Directors and Management Team

In addition, Terrex is pleased to announce the following additions to its Board of Directors:

Please find the new members under the following link: http://www.irw-press.com/dokumente/TerraVenturesNewsRelease June32010.pdf

About the Companies

Terra Ventures Inc. is a Vancouver, British Columbia based junior exploration company focused principally on acquiring and developing quality uranium projects which have world class potential. The company is dedicated to building shareholder value by acquiring strategic uranium properties in this period of strengthening global demand for uranium supply. The Company’s combination of strategic land positions, advanced stage projects and no risk carried interest projects – combined with technical expertise and management’s fundraising ability – are the foundation for growth in the uranium business. The Company’s common shares are listed and trade on the TSX Venture Exchange under the trading symbol "TAS".

For further information please contact Ryan Johnson, Investor Relations at 1-866-863-0911 or visit the Company’s website at www.terrauranium.com

Terrex Energy Inc. is a newly formed 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 has received conditional approval to list its common shares for trading on the TSX Venture Exchange.

For further information please contact Kim Davies, President & CEO or Norm Knecht, VP Finance & CFO at (403) 264-4430 or visit Terrex’s website at www.terrexenergy.ca.

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. In particular, this news release contains the following forward-looking statements: timing of the meeting approving the Arrangement, timing of completion of the Arrangement (and spin-out of Terrex), listing of the Terrex common shares on the Exchange, Exchange approval of the private placements, participating by Macquarie in the private placements, the terms, conditions and timing of the private placements, Macquarie becoming a “Control Person”, Macquarie’s intention to elect to have a representative director on the Terrex Board, and the terms and conditions of the Purchase Warrants. 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 futures results, levels of activity, performance or achievements expressed or implied by these forward-looking statements

With respect to forward-looking statements contained in this news release, Terra and Terrex have made assumptions regarding, among other thing, the entering into, and terms, of a definitive subscription agreement with Macquarie and the listing of Terrex on the TSX Venture Exchange. Although Terra and Terrex believe that the expectations reflected in the forward-looking statements contained in this document, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this document, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause actual results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Arrangement may not close when planned or at all or on the terms and conditions set forth herein; the failure of Terrex and Macquarie to enter into a definitive subscription agreement; the ability of Terra and Terrex to obtain the necessary shareholder, court, Exchange, regulatory and other third party approvals required in order to proceed with the Arrangement; the ability of Terrex to obtain regulatory and Exchange approvals required to proceed with the private placements and the other factors described under "Risk Factors" in Terra'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 this list of risk factors should not be construed as exhaustive. These statements are made as at June 3, 2010, and except as required by applicable law, neither Terra nor Terrex intends to update any of the forward-looking statements to confirm these statements or actual results.

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.


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