Michael Caetano

June 11, 2015 13:47 ET

Shareholder of Terra Nova Energy Ltd. Provides Notice of Four Nominations at Annual General Meeting

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 11, 2015) - Michael Caetano (the "Concerned Shareholder") wishes to advise the shareholders of Terra Nova Energy Ltd. ("Terra Nova") (TSXV: TGC) that the Concerned Shareholder has provided notice to Terra Nova that it will nominate Michael Caetano, Kent Harold Edney, Robert Madzej and Peter John Cockcroft (the "Proposed Directors") as directors of Terra Nova at the annual general meeting of the shareholders of Terra Nova scheduled on July 15, 2015 to be held in Vancouver, British Columbia (the "Meeting").

The Concerned Shareholder has assembled a new board with extensive business and industry experience that, upon their election at the Meeting, will immediately focus on maximizing shareholder value by increasing Terra Nova's interest in and development of Petroleum Exploration License ("PEL") 112 and 444, raising funds on favorable terms, and conducting a full strategic review of recent transactions.

Concerns Over Recent Transactions

The Concerned Shareholder has serious concerns about recent decisions by management and the board of directors of Terra Nova (the "Board") which has resulting in Terra Nova significantly decreasing its interest in each of PEL 112 and 444 while a related offshore company, Perseville Investing Inc. ("Perseville"), is increasing its interest in PEL 112 and 444.

Prior to February 2015, Terra Nova's principal property was PEL 112 and 444 and it held a 25.8333% working interest in each of PEL 112 and 444 through a Farm-In Agreement (the "Agreement") with Holloman Energy Corporation ("Holloman"). Pursuant to the terms of the Agreement, Terra Nova could earn up to an additional 29.166% interest in PEL 112 and 444 for a total interest of 55%.

On February 23, 2015, Terra Nova announced a capital injection of $3 million from Perseville for a 5.166% working interest in each of PEL 112 and 444. Perseville, a BVI corporation, is controlled by Carlo Civelli, who is the father of Nico Civelli, VP of Finance and a director of Terra Nova. Carlo Civelli was appointed as a senior advisor to Terra Nova on March 5, 2014. The Concerned Shareholder understands that prior to this purchase, Perseville had acquired a 25% working interest in PEL 112 and 444 from third parties for a purchase price of $2.1 million.

On March 30, 2015, Terra Nova announced that it completed heritage clearance for the upcoming drilling campaign in PEL 444. Henry Aldorf, Chief Executive Officer and Chairman of Terra Nova, stated that, "Terra Nova is now able to proceed in executing its drill program at significantly lower costs than previously anticipated."

However on May 19, 2015, Terra Nova announced that it terminated the Agreement with Holloman, which provided that Terra Nova had the right to earn additional 29.16% working interest in PEL 112 and 444. Terra Nova stated that "… it reviewed the terms of the Agreement in light of the current oil environment and concluded there is potential to generate higher returns for its shareholders by funding a proportional share in exploration costs." The Concerned Shareholder is concerned about the termination of the Agreement, which prevented Terra Nova from increasing its interest at a time when Perseville was increasing its own interest in PEL 112 and 444, especially as Terra Nova just announced reduced costs for the upcoming drill campaign.

The Concerned Shareholder believes that the Board and management of Terra Nova have allowed Terra Nova's interest in PEL 112 and 444 to be diluted to just 20% and at the same time allowing for an opportunity for Perseville to increase its interest. The Concerned Shareholder believes that these actions are not in the best interest of Terra Nova and that such actions have benefited insiders of Terra Nova through their relationship with Perseville.

Plans for Terra Nova

If the Proposed Directors are elected to the Board, the Concerned Shareholder anticipates that the Proposed Directors intend to immediately undertake the following steps:

  • leverage their good relationships with Holloman to negotiate and consummate a new agreement for PEL 112 and 444 with a view to increasing Terra Nova's interest;
  • investigate and review prior transactions involving Perseville and Terra Nova, including the identification of all directors, officers, and controlling shareholders of Perseville to determine compliance with corporate and securities laws;
  • raise adequate funding to carry out PEL 112 and 444 exploration activities; and
  • review other strategic opportunities, including corporate acquisitions, in order to enhance shareholder value.

Nominees

The Proposed Directors are all experienced business leaders with extensive backgrounds in finance, management and oil & gas technical operations. All have a demonstrated commitment to good corporate governance and to acting in the best interests of shareholders.

Michael John Caetano

Mr. Caetano graduated in 1995 from Seneca College in Business and also studied at the University Of Toronto.

From May 2008 to 2011, Mr. Caetano was President of a Venture Capital Company, Global Asset Management and assisted private and public companies in achieving all aspects of strategy, development and growth. This involved strategic tasks such as procurement, development and execution of investment analysis, investment fund deployment with a focus on return on investment, client relationships, managing and fostering co-operative relationships with clients and employees.

From January 2008 to present, Mr. Caetano has been a senior executive of Skyline Custom Homes and is responsible for the operations of multiple real estate projects. Based on his business and construction knowledge, he designs, builds and implements the various stages of residential and commercial construction developments.

Since 2009, Mr. Caetano has been involved in the oil and gas industry, helping companies restructure, raise capital and manage day-to-day operations to establish company growth. Mr. Caetano is currently a Director and Chief Executive Officer of Strongbow Resources Inc., a reporting issuer in British Columbia and Alberta and quoted on the OTCQB, since August 2013.

Kent Harold Edney

Mr. Edney is a Professional Petroleum Engineer with a diverse background in all aspects of oil and gas exploitation and development.

Mr. Edney began his career in 2001 as a reservoir engineer with Epic Consulting Services (now part of Baker Hughes) where he focused on reservoir simulations and evaluations for optimum development strategies. In 2003, he joined Thunder Energy as a production engineer, responsible for all aspects of operations from the wellhead to the sales point in Saskatchewan, Alberta and British Columbia as the company grew to over 8,000 boe/d. From mid-2006 to the end of 2009, Mr. Edney was an Area Engineer with Breaker Energy as the company grew to over 7,000 boe/d. Mr. Edney oversaw a team of geoscientists, landmen, accountants and field personnel responsible for managing 4,500 boe/d and capital budgets in excess of $50 million annually in southern Alberta. Mr. Edney was also the engineer responsible for all production, drilling, completions, exploitation and reservoir engineering duties. After the sale of Breaker Energy to NAL Resources in December 2009, Mr. Edney was an Area Engineer with NAL Resources managing 4,000 boe/d in central Alberta and helped with the transition of Breaker's assets into NAL. In mid-2010 the senior management team of Breaker started Surge Energy Inc. and he joined the team as an Area Engineer responsible for the eastern Alberta and Manitoba assets. Mr. Edney joined Nextraction Energy in early 2011 and quickly progressed from Operations Manager to President in December 2011. As President, Mr. Edney effectively acted as both the Chief Executive Officer and Chief Operating Officer and was responsible for corporate governance, guidance and compliance, as well as all the day to day operations of the company in eastern Alberta and Wyoming, as the primary engineer and operations person. In April 2015, Mr. Edney joined Strongbow Resources Inc. as its Chief Operating Officer. Mr. Edney graduated with a Bachelor's Degree in Oil and Gas Engineering (Internship Program) in 2003 from the University of Calgary.

Robert Madzej

Robert Madzej has over 10 years of experience in business development and finance. During his business ventures, he has demonstrated invaluable knowledge in corporate structuring and economical decision-making. Since October 2013, he has been a director of Strongbow Resources Inc. and served as its Chief Operating Officer from October 2013 to May 2015. Since May 2011, he has also been a small business advisor at TD Canada Trust. Also, he was a foreign exchange specialist at Citizens Bank of Canada from June 2008 to May 2011. Mr. Madzej graduated with a Bachelor of Business Administration, Accounting and Financing from Simon Fraser University in 2006.

Peter John Cockcroft

An oil industry veteran, Peter (a geology graduate) has a combination of technical excellence, strategic and corporate experience and international hands-on operational background. He has run operational offices (as Country Manager) in Indonesia, Thailand, Philippines, Pakistan, India, Vietnam, France and Singapore, and has had fiscal responsibility for 11 oilfield rejuvenation projects, nine new oil and gas field developments, and has run exploration and production operations in Thailand, Philippines, India, Pakistan, Australia and France, in both conventional and unconventional oil and gas projects. He has overseen exploration projects in West Africa, Yemen, Australia, Indonesia, Europe, producing fields in California, Sharjah, France, China, India, Egypt, Iraq, Ukraine and Russia, and unconventional projects in Australia, China, France and USA. He has held executive positions for BHP Petroleum, Premier Oil, Shell, has worked for the National Oil Companies of Indonesia and Korea as well as the Energy Adviser to the President of East Timor from 2002 until 2007.

From August 2008 to December 2012, Mr. Cockcroft was a director and Chairman of Blue Energy Limited. From July 2010 to April 2011, he was a director and Managing Director of European Gas Limited. From April 2011 to November 2014, he was a director of Nuenergy Gas Limited, and from May 2012 to May 2015, he was a director of Kairiki Energy Limited. In 2005 he was a Founder Director of Kuwait Energy Corporation, the largest private oil company in Kuwait.

As well as being a Distinguished Lecturer for the Society of Petroleum Engineers ("SPE"), he was a lecturer from 2014 and 2015 on "Negotiation for Oil and Gas" MBA Module for Edinburgh Business School. He has published in excess of 30 technical papers for the SPE, and has presented technical courses around the world in petroleum geology, marginal field development, reserves, and various commercial topics. Peter Cockcroft is a Certified Petroleum Geologist from the American Association of Petroleum Geologists.

This press release does not constitute a solicitation on behalf of the Concerned Shareholder. No proxy circular has been filed or disseminated in connection with this press release.

Neither 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

This press release includes forward-looking statements, including statements regarding the Proposed Directors plans for Terra Nova. 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 such forward-looking statements. Such risks and uncertainties include the results of any review of the recent transactions of Terra Nova and the ability of the Proposed Directors to negotiate a new agreement with Holloman.

Contact Information

  • Michael Caetano
    1.403.241.8912