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Terra Nova Gold Corp.
TSX Venture Exchange Symbol: TGC
Berlin Stock Exchange Symbol: GLT
February 5, 2003
News Release
Mr. David Patterson, Chairman of Terra Nova Gold Corp. (“the Company”) is pleased to announce it has entered into a £2,600,000 investment agreement with Ocean Resources Capital Holdings Plc. (“ORCH”). Pursuant to the agreement, ORCH will issue to the Company a total of 5,200,000 units in the capital of ORCH (the “Units”) at the deemed price of £0.50 per Unit (each Unit consisting of one share and one warrant); and the Company will in return issue to ORCH a secured loan note (the “Note”) in the principal amount of £2,600,000.
ORCH is a London, UK based company which is arranging up to £50,000,000 of similar loan financings to junior mining and oil and gas companies around the world, the majority of which are in or near commercial production. ORCH will be making application for admission to trade on the Alternative Investment Market (“AIM”) of the London Stock Exchange. Following its admission, ORCH has agreed to assist the Company in reselling the ORCH Units held by the Company, to third party purchasers, such that the Company will then receive funds for its use in advancing its business operations. If ORCH fails to gain admission to AIM by February 28, 2003, the transaction will terminate.
The Note issued by the Company will be for a term of 2 years, and will bear interest at the rate of 12% per annum. The Company has agreed to set aside from the proceeds realized from the sale of ORCH Units, an amount sufficient to pay the first two years’ interest. The Note will be convertible, at ORCH’s option, into common shares of the Company, at any time and from time to time, on the basis of one common share for every $0.60 of principal or interest outstanding. Throughout the term of the agreement the parties have agreed that the conversion ratio between the British pound and the Canadian dollar shall be 1 to 2.4983.
The Note may be prepaid at any time and from time to time without penalty, provided that the Company gives ORCH at least 60 days advance notice of each intended prepayment. ORCH shall have the right to exercise its conversion option during the said 60 day notice period.
In addition, the Company has agreed to issue to ORCH share purchase warrants entitling ORCH to acquire up to 2,000,000 common shares of the Company at $0.45 per common share for a period of two years.
The Company has agreed that ORCH shall be entitled, but not obligated, to nominate a non-executive director to the board of the Company.
The agreement is subject to approval by the TSX Venture Exchange. In addition, as ORCH could become a control person through exercise of the warrants or through the conversion of the Note, the exercise of the warrants and conversion of the Note is also subject to shareholder approval. The Company has agreed not to use any funds realized until shareholder approval has been obtained.
The investment agreement was facilitated by Wellstar Capital Ltd. (“Wellstar”), a private company represented in Vancouver, British Columbia by Mr. Paul Groat. A fee in the amount of 4% will be payable to Wellstar by the Company. The fee will not be payable until the Company has sold the Units.
The Company will use the expected proceeds from the sale of the Units on its advanced stage Cape Ray Gold Project, located in southwest Newfoundland, and for general working capital purposes.
On behalf of the Board of Directors,
TERRA NOVA GOLD CORP.
“David Patterson”
Chairman
TERRA NOVA GOLD CORP.
1360-605 Robson Street, Vancouver, BC V6B 5J3
Te: (604) 684-6535 Fax: (604) 602-9311 Toll Free: 1-800-565-5336
Web: www.terranovagold.com E-Mail: terranova@bed-rock.com
TSX Venture Exchange Symbol: TGC
Berlin Stock Exchange Symbol: GLT
February 5, 2003
News Release
Mr. David Patterson, Chairman of Terra Nova Gold Corp. (“the Company”) is pleased to announce it has entered into a £2,600,000 investment agreement with Ocean Resources Capital Holdings Plc. (“ORCH”). Pursuant to the agreement, ORCH will issue to the Company a total of 5,200,000 units in the capital of ORCH (the “Units”) at the deemed price of £0.50 per Unit (each Unit consisting of one share and one warrant); and the Company will in return issue to ORCH a secured loan note (the “Note”) in the principal amount of £2,600,000.
ORCH is a London, UK based company which is arranging up to £50,000,000 of similar loan financings to junior mining and oil and gas companies around the world, the majority of which are in or near commercial production. ORCH will be making application for admission to trade on the Alternative Investment Market (“AIM”) of the London Stock Exchange. Following its admission, ORCH has agreed to assist the Company in reselling the ORCH Units held by the Company, to third party purchasers, such that the Company will then receive funds for its use in advancing its business operations. If ORCH fails to gain admission to AIM by February 28, 2003, the transaction will terminate.
The Note issued by the Company will be for a term of 2 years, and will bear interest at the rate of 12% per annum. The Company has agreed to set aside from the proceeds realized from the sale of ORCH Units, an amount sufficient to pay the first two years’ interest. The Note will be convertible, at ORCH’s option, into common shares of the Company, at any time and from time to time, on the basis of one common share for every $0.60 of principal or interest outstanding. Throughout the term of the agreement the parties have agreed that the conversion ratio between the British pound and the Canadian dollar shall be 1 to 2.4983.
The Note may be prepaid at any time and from time to time without penalty, provided that the Company gives ORCH at least 60 days advance notice of each intended prepayment. ORCH shall have the right to exercise its conversion option during the said 60 day notice period.
In addition, the Company has agreed to issue to ORCH share purchase warrants entitling ORCH to acquire up to 2,000,000 common shares of the Company at $0.45 per common share for a period of two years.
The Company has agreed that ORCH shall be entitled, but not obligated, to nominate a non-executive director to the board of the Company.
The agreement is subject to approval by the TSX Venture Exchange. In addition, as ORCH could become a control person through exercise of the warrants or through the conversion of the Note, the exercise of the warrants and conversion of the Note is also subject to shareholder approval. The Company has agreed not to use any funds realized until shareholder approval has been obtained.
The investment agreement was facilitated by Wellstar Capital Ltd. (“Wellstar”), a private company represented in Vancouver, British Columbia by Mr. Paul Groat. A fee in the amount of 4% will be payable to Wellstar by the Company. The fee will not be payable until the Company has sold the Units.
The Company will use the expected proceeds from the sale of the Units on its advanced stage Cape Ray Gold Project, located in southwest Newfoundland, and for general working capital purposes.
On behalf of the Board of Directors,
TERRA NOVA GOLD CORP.
“David Patterson”
Chairman
TERRA NOVA GOLD CORP.
1360-605 Robson Street, Vancouver, BC V6B 5J3
Te: (604) 684-6535 Fax: (604) 602-9311 Toll Free: 1-800-565-5336
Web: www.terranovagold.com E-Mail: terranova@bed-rock.com
@Blueschipp
gute Recherche! Denke hier sind locker mehrere 100% bis zum Ende des Monats möglich. Werde mir ein paar Stücke ins Depot legen.
Gruß
Mayday
gute Recherche! Denke hier sind locker mehrere 100% bis zum Ende des Monats möglich. Werde mir ein paar Stücke ins Depot legen.
Gruß
Mayday
Ist wohl mehr "Terra Ignoctica";
aber der Nick MayDay passt.
Gruss
Tsuba
aber der Nick MayDay passt.
Gruss
Tsuba
@Tsuma
kannst Du etwas deutlicher werden. Verstehe Deine Sprache nicht.
Gruß
Mayday
kannst Du etwas deutlicher werden. Verstehe Deine Sprache nicht.
Gruß
Mayday
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