NEW YORK, July 27
/PRNewswire-FirstCall/ -- Terra Nova Royalty Corporation (NYSE:TTT -
News) (the "Company") is pleased to announce that it is proceeding with a
rights offering to holders of common shares (the "Shares") of the
Company (the "Rights Offering") to raise proceeds of up to approximately
USD$50 million.
Pursuant to the Rights Offering, each holder of the Company's Shares
(the "Shareholders") will receive one transferable right (a "Right") for
every Share held as of August 6, 2010. Every four Rights will entitle a holder to purchase one Share at a price of USD$6.60.
A maximum of 7,571,227 Shares will be issued pursuant to the Rights
Offering, representing approximately 25% of the currently issued and
outstanding Shares of the Company.
A Rights Offering Circular will be mailed to Shareholders of record on or about August 12, 2010. The Rights will expire at 5:00 PM (New York time) on September 2, 2010.
The Rights are expected to be listed on the New York Stock Exchange
(the "NYSE") under the trading symbol "TTT RT" and the Company has
applied to the NYSE for listing the Shares to be issued upon exercise of
the Rights. Completion of the Rights Offering is subject to receiving
all necessary regulatory and NYSE approvals.
Holders of Rights, who have exercised all of their Rights, will have
the opportunity to acquire additional Shares pursuant to an additional
subscription privilege at the same subscription price per Share, to the
extent that other Rights holders do not exercise their subscription
rights in full.
The proceeds of the Rights Offering will be used to finance the
acquisition and development of additional interests in mineral projects
and/or properties and for working capital and general corporate
purposes.
The Company intends to file with the United States Securities and
Exchange Commission a registration statement on Form F-10 covering these
transactions, and the distribution of Rights and commencement of the
Rights Offering will occur promptly following the effectiveness of that
registration statement.
This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States
in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state.
About Terra Nova Royalty Corporation
Terra Nova Royalty Corporation is active in the mineral royalty and natural resources industry.
Due to the nature of its interest in the Wabush iron ore mine, the
Company has no or very limited access to geological and other technical
data respecting the mine. Previous disclosures by the Company
respecting reserves at the mine were based solely on information
publicly disclosed by the operator of the mine. Such geological data
has not been independently verified by the Company or any independent
expert engaged by it nor has such information been the subject of a
technical report under Canadian National Instrument 43-101. As a result,
the Company can provide no assurances as to the level of reserves at
the mine. If such reserves are insufficient to economically operate the
mine, the owner could determine to scale back or cease to operate the
mine which could have a material adverse effect on the Company.
Disclaimer for Forward-Looking Information
Certain statements in this news release are forward-looking
statements, which reflect our management's expectations regarding our
future growth, results of operations, performance and business prospects
and opportunities. Forward-looking statements consist of statements
that are not purely historical, including any statements regarding
beliefs, plans, expectations or intentions regarding the future. 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.
No assurance can be given that any of the events anticipated by the
forward-looking statements will occur or, if they do occur, what
benefits we will obtain from them. These forward-looking statements
reflect management's current views and are based on certain assumptions
and speak only as of the date hereof. These assumptions, which include
management's current expectations, estimates and assumptions about our
business and the markets we operate in, the global economic environment,
interest rates, exchange rates and our ability to manage our assets and
operating costs, may prove to be incorrect. A number of risks and
uncertainties could cause our actual results to differ materially from
those expressed or implied by the forward-looking statements, including:
(i) changes in iron ore and other commodities prices; (ii) the
performance of the properties underlying our interests; (iii) decisions
and activities of the operator of our royalty properties and other
interests; (iv) unanticipated grade, geological, metallurgical,
processing or other problems experienced by the operators of our royalty
properties and other interests; (v) economic and market conditions; and
(vi) the availability of royalties for acquisition or other acquisition
opportunities and the availability of debt or equity financing
necessary to complete such acquisitions. There is a significant risk
that our forecasts and other forward-looking statements will not prove
to be accurate. Investors are cautioned not to place undue reliance on
these forward-looking statements. No forward-looking statement is a
guarantee of future results. Except as required by law, we disclaim any
intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. Additional information about these and other assumptions,
risks and uncertainties are set out in our MD&A filed with Canadian
securities regulators and filed on Form 6-K with the SEC and our Form
20-F for the year ended December 31, 2009.
Corporate
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Investors
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Media
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Terra Nova Royalty Corp
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Allen & Caron Inc.
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Allen & Caron Inc.
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Rene Randall
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Joseph Allen
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Len Hall
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1 (604) 683-8286 ex 224
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1 (212) 691-8087
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1 (949) 474-4300
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rrandall@bmgmt.com
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joe@allencaron.com
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len@allencaron.com
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