NEW YORK, Nov. 4, 2010
/PRNewswire-FirstCall/ -- Terra Nova Royalty Corporation (NYSE: TTT)
("Terra Nova") is pleased to provide the following update respecting its
offer to acquire all of the shares of Mass Financial Corp. ("Mass")
(Vienna Stock Exchange symbol: MASS) (Pink Sheets: MFCAF) through a
wholly-owned subsidiary (the "Offer"). Terra Nova has received
authorization from the New York Stock Exchange to list the shares to be
issued pursuant to the Offer and previously on November 1, 2010 announced that over 99% of its shareholders voting at its special meeting on October 29, 2010 approved the same.
Terra Nova has also filed two amendments to its registration statement on Form F-4 dated October 7, 2010
(the "Registration Statement") respecting the Offer, which included a
prospectus that was mailed to Mass Shareholders. The most recent
amendment to the Registration Statement (the "Amended Registration
Statement") was filed on November 2, 2010 and is available on the website of the United States Securities and Exchange Commission (www.sec.gov). The Amended Registration Statement provided additional disclosure respecting, among other things:
Michael Smith,
the Chairman, Chief Executive Officer, President and a director of
Terra Nova is also the Chairman, President and director of Mass. As a
result, Mr. Smith abstained from voting on the proposed transaction as a
director of either company. Additionally, based on public filings and
other publicly available information, Terra Nova believes that Peter Kellogg
holds approximately 19.5% of the outstanding Mass class A common shares
and 20.7% of the outstanding Terra Nova common shares. In his public
filings, Mr. Kellogg disclaims beneficial ownership of a majority of the
Terra Nova common shares held.
- the background negotiations between Terra Nova and Mass in regards to the Offer.
- the filing as an exhibit to the Amended Registration Statement of the directors' circular of Mass respecting the Offer dated October 14, 2010, a copy of which was previously sent by Mass to Mass shareholders.
- the fairness opinion provided to Terra Nova's Special Committee of directors by its financial advisor.
The
Offer remains subject to certain conditions set out in the Amended
Registration Statement including Terra Nova acquiring such number of
Mass shares pursuant thereto that, together with Mass shares held by
Terra Nova, constitute not less than 50.1% of the Mass shares on a
fully-diluted basis.
In order to receive common shares of Terra
Nova under the Offer, Mass shareholders must tender their Mass Shares
prior to the expiry time of the Offer, being 11:59 p.m. (New York time) on November 8, 2010.
Shareholders
who have any questions regarding the procedure for tendering shares
under the Offer should contact the information agent for the Offer at:
Georgeson Inc.
199 Water Street, 26th Floor
New York, New York 10038
Toll-Free: 1 (800) 561-2871
Banks and Brokerage Firms call collect: 1 (212) 440-9800
About Terra Nova
Terra Nova is active in the mineral royalty and natural resources industry.
Additional Information
This
announcement is neither an offer to purchase nor a solicitation of an
offer to sell shares of Mass. Terra Nova has filed a Registration
Statement on Form F-4, as amended, with the Securities and Exchange
Commission ("SEC") in connection with the Offer and proposed acquisition
of Mass. These documents contain important information about the
transaction and should be read before any decision is made with respect
to the Offer. Investors and stockholders may obtain free copies of these
documents through the website maintained by the SEC at http://www.sec.gov.
In
addition to the Registration Statement on Form F-4 and the related
offer materials, Terra Nova files or furnishes annual, quarterly and
special reports, and other information with the SEC. You may read and
copy any reports, statements or other information filed or furnished by
Terra Nova at the SEC's Public Reference Room at Station Place, 100 F
Street, N.E., Washington, D.C. 20549.
You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330
for more information about the operation of the Public Reference Room.
Terra Nova's SEC filings are also available to the public at the SEC's
web site at http://www.sec.gov.
Forward-Looking Statements
This
document contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature.
Forward-looking statements are not based on historical facts, but rather
on current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or
implied by the forward-looking statements.
Often, but not
always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect",
"is expected", "scheduled", "estimates", "forecasts", "intends",
"anticipates" or "does not anticipate", or "believes", or variations of
such words and phrases or statements that certain actions, events or
results "may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Such statements are qualified in their entirety by
the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Terra Nova to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. Important factors that could
cause actual results, performance or achievements of Terra Nova to
differ materially from the expectations of Terra Nova include, among
other things, general business and economic conditions globally,
commodity price volatility, industry trends, competition, changes in
government and other regulation, including in relation to the
environment, health and safety and taxation, labor relations and work
stoppages, changes in political and economic stability, the failure to
meet certain conditions of the offer and/or the failure to obtain the
required approvals or clearances from regulatory and other agencies and
bodies on a timely basis or at all, the inability to successfully
integrate Mass's operations and programs with those of Terra Nova,
incurring and/or experiencing unanticipated costs and/or delays or
difficulties relating to integration of Mass, disruptions in business
operations due to reorganization activities and interest rate and
currency fluctuations. Such forward-looking statements should therefore
be construed in light of such factors.
Other than in
accordance with its legal or regulatory obligations, Terra Nova is not
under any obligation and Terra Nova expressly disclaims any intention or
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
Corporate | Investors | Media |
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Terra Nova Royalty Corp | Allen & Caron Inc. | Allen & Caron Inc. |
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Rene Randall | Joseph Allen | Len Hall |
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1 (604) 683-8286 ex 224 | 1 (212) 691-8087 | 1 (949) 474-4300 |
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rene.randall@terranovaroyalty.com | joe@allencaron.com | len@allencaron.com |
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SOURCE Terra Nova Royalty Corporation