Terra Ventures Inc.
TSX VENTURE : TAS

Terra Ventures Inc.

November 26, 2009 09:40 ET

Terra Announces Intention to Complete Spin-Off Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 26, 2009) - Terra Ventures Inc. ("Terra" or "the Company") (TSX VENTURE:TAS) announces a proposed spin-off transaction to reorganize the Company's mineral property assets into two separate public companies in an effort to maximize shareholder value. The spin-off transaction is designed to improve the identification and valuation of specific mineral property interests, to enhance Terra's ability to divest specific mineral property interests through simpler corporate ownership and to enable Terra to separately finance and develop its various mineral projects.

Management of Terra believes that the market has ascribed most of the value of the Company to its 10% production carried interest (through to the completion of a feasibility study and the public announcement that a mine be put into production) in the Midwest Northeast project of Hathor Exploration Ltd. located in the Athabasca Basin of northern Saskatchewan and has under valued Terra's other assets. Terra proposes to spin-out its other assets to a newly incorporated company ("Newco") by way of a plan of arrangement under the Business Corporations Act (British Columbia). Under the terms of the arrangement, each shareholder of Terra would receive one common share of Newco for each common share of Terra. Terra plans to divide its current working capital of $6 million between Terra and Newco to minimize future dilution for shareholders of both companies. It is anticipated that Newco would seek a listing on the TSX Venture Exchange upon the completion of the spin-off transaction.

The specific assets to be spun-out to Newco will include the 100% owned Lac Kachiwiss property (located in Quebec), a 10% carried to production interest in certain mineral claims (located in the Athabasca Basin) held by Titan Uranium Inc., a 2% net smelter return in 10 mineral dispositions (located in the Athabasca Basin) held by Solitaire Minerals Corp., an expected 51% interest in the REN property (located in the NWT), and cash of approximately $5 million.

The proposed spin-off transaction is subject to shareholder approval by resolution approved by not less than two-thirds of the votes cast at a meeting of shareholders expected to be held in early 2010. Terra anticipates that the completion of the spin-off transaction will be completed shortly thereafter. The spin-off transaction is also subject to court approval and the approval of the TSX Venture Exchange. Further particulars will be announced in due course.

Terra Ventures is a junior exploration company focused 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.

On behalf of the board of directors of TERRA VENTURES INC.

Gunther Roehlig, President

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.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Terra Ventures Inc.
    Gunther Roehlig
    President
    Toll Free: 1-866-683-0911 or 1-604-683-0911
    1-604-683-7161 (FAX)
    www.terrauranium.com