Pan Terra Industries Inc.
TSX VENTURE : PNT

Pan Terra Industries Inc.

April 28, 2011 16:10 ET

Pan Terra Closes RTO Transaction

CALGARY, ALBERTA--(Marketwire - April 28, 2011) - Mr. David Heighington, a Director of Pan Terra Industries Inc. (TSX VENTURE:PNT) (the "Company" or "Pan Terra") is pleased to announce the closing of its previously announced acquisition of all of the issued and outstanding common shares and warrants of 2152508 Ontario Inc. (the "Transaction") on April 21, 2011 ("Closing Date"). The Company obtained the requisite shareholder approval by written consent from the majority of its shareholders. The Company issued 8,000,000 common shares at a deemed price of $0.20 per share and 1,000,000 warrants to the shareholders of 2152508 Ontario Inc. Each warrant entitles the holder to acquire one common share of the Company for $0.20 within 12 months of the closing date. The Company will operate as a Tier 2 Mineral Exploration company listed on the TSX Venture Exchange ("TSX-V").

"We are very pleased that we have succeeded in moving the Company's listing back to the TSX-V and we thank our shareholders for their patience over the last 12 months", said David Heighington, a Director of the Company.

Non-Brokered Private Placement

Concurrent with the completion of the Transaction, the Company completed a non-brokered private placement financing of $2,052,000, consisting of 6,270,000 million units at a price of 20 cents per unit for gross proceeds of $1,254,000 and 3,192,000 flow-through units at a price of 25 cents per flow-through unit for gross proceeds of $798,000. Each unit consisted of one common share and one common share purchase warrant. Each flow-through unit will consist of one flow-through common share and one-half of one common share purchase warrant. Each warrant (aggregate of 6,270,000 warrants) and flow-through warrant (aggregate of 1,596,000 flow-through warrants) will be exercisable for one common share of the Company at 50 cents for a period of 24 months from closing. All securities issued under the private placement are subject to a statutory hold period expiring on August 22, 2011. The proceeds from the private placement will be used to fund the completion of Phase 1 of the exploration program on the Lake Abitibi Property as recommended by a NI 43-101 compliant report and for general working capital purposes. In connection with the private placement, the Company paid two arm's length parties finder's fees consisting of a combination of cash and finders options, as follows: (i) $35,640 and the issuance of 178,000 finders options to Wolverton Securities Ltd., and (ii) $19,600 and the issuance of 69,600 units and 22,720 flow-through units to All Group Financial Services Ltd. The finder's options have the same terms and conditions as the units described above and are subject to a four month hold period.

After giving effect to the Transaction and the private placement, the Company will have 35,982,704 common shares outstanding.

Upon completion of the Transaction, the Company granted stock options to directors, officers and employees to purchase 1,500,000 shares of the company for a period of 5 years at an exercise price of $0.20 per share pursuant to the Company's stock option plan. The granting of the options is subject to all necessary regulatory approvals.

Management

In connection with the Transaction, Mitchell Adam has been appointed as President, Chief Executive Officer, and director and Rick Vaive has been appointed as a director of the Company. David Heighington, Tony Pezzotti, and Greg Marr will continue serving as directors and Greg Marr will remain as the Company's Chief Financial Officer.

Resumption of Trading

The Company has been advised by the TSX-V that the Company's listing will be transferred from the NEX to Tier 2 of the TSX-V with trading scheduled to resume on the TSX-V under the symbol "PNT" on Friday, April 29, 2011.

Please refer to the Company's Filing Statement dated February 28, 2011 for further information about the Company, the Transaction, the Lake Abitibi Property, the private placement and the use of proceeds. A copy of the Filing Statement is available under the Company's profile at www.sedar.com.

The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Statements

This press release may include forward-looking statements including opinions, assumptions, estimates and expectations of future results, including completion of the Transaction. Forward-looking statements are subject to a wide range of risks and uncertainties and although the Corporation believes that the expectations represented by such forward-looking statements are reasonable; there can be no assurance that such expectations will be realized.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Pan Terra Industries Inc.
    Mr. David Heighington
    Director
    (403) 237-0018
    (403) 264-5455
    David@hlf.ca

    Pan Terra Industries Inc.
    730, 1015 - 4th Street S.W.
    Calgary, Alberta