Corporate Update
PAN TERRA INDUSTRIES INC.
CORPORATE UPDATE
For Immediate Release January 25, 2011 Calgary, Alberta Trading Symbol: TSXV - “PNT.H”
Calgary, Alberta - Mr. David Heighington, Director of Pan Terra Industries Inc. (the "Corporation" or “Pan Terra”), is pleased to announce it has entered into a definitive Share Purchase Agreement dated January 20, 2011 regarding the proposed acquisition of all of the issued and outstanding common shares and warrants of (the "Transaction") 2152508 Ontario Inc. ("2152508"), on the same terms and conditions as previously announced via Stockwatch on November 29, 2010. Pan Terra will issue an aggregate of 8,000,000 common shares at a deemed issue price of $0.20 per Pan Terra share for a total purchase price of $1,600,000 CDN. Pan Terra shall also issue 1,000,000 warrants to 2152508 warrant holders at an exercise price of $0.20 and expiring 12 months from the date of the Transaction closing.
Pan Terra, on behalf of 2152508, previously submitted 2152508's National Instrument 43-101 Technical Report on its Abitibi Lake Property to the TSXV for review. The Technical Report is currently being updated per comments received from the TSXV.
Pan Terra is currently preparing its Filing Statement for submission to the TSXV. Closing of the Transaction is expected to occur on or about February 28, 2011. Pan Terra intends to obtain the requisite shareholder approval by written consent resolution from the majority of its shareholders. Following completion of the Transaction, it is anticipated the resulting issuer will be listed on the TSXV as a Tier 2 mining issuer. The Transaction is arm’s length and will be classified as a reverse take-over and change of business transaction in accordance with TSXV policies.
Description of Significant Conditions to Closing
Completion of the Transaction is subject to a number of conditions, including but not limited to TSXV acceptance, shareholder and director approvals, the completion of satisfactory due diligence by Pan Terra, and the completion of a financing to raise gross proceeds of at least $1.2 million and other conditions contained in the Share Purchase Agreement. The Transaction cannot close until the required approvals are obtained. Trading will remain halted until the Transaction has closed.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For further information, please contact:
Pan Terra Industries Inc.
730, 1015 – 4th Street SW Calgary, Alberta T2R 1J4 Telephone: (403) 237 – 0018
Mr. David Heighington, Director
Email: [email protected]
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.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the information contained herein. Certain information regarding the Corporation contained herein may constitute forward- looking statements under applicable securities laws. Such statements are subject to known or unknown risks and uncertainties that may cause actual results to differ materially from those anticipated or implied in the forward-looking statements.
This news release may contain certain forward-looking information and statements, including without limitation, statements pertaining to Pan Terra's ability to obtain necessary approvals from the TSXV, its shareholders, and closing of the private placement (as previously announced). All statements included herein, other than statements of historical fact, including are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. A description of assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Pan Terra’s disclosure documents on the SEDAR website at www.sedar.com. Pan Terra does not undertake to update any forward looking information except in accordance with applicable securities laws.