Terra Ventures Inc. (”Terra” or the “Company”) (TSX VENTURE: TAS) announces that its newly incorporated and wholly-owned Calgary based subsidiary, Terrex Energy Inc. (”Terrex”), has entered into a purchase and sale agreement to acquire a 100% interest in a basal quartz oil pool in central Alberta from a private oil and gas company, for a purchase price of $650,000. The pool is currently producing approximately 80 barrels of oil equivalent per day and has produced nearly 5 million barrels of oil to date. The management of Terrex has assessed that this asset has the potential for significant undeveloped long term oil exploitation and is the first step in a larger acquisition and exploitation business plan. Terrex activities will provide an attractive compliment and diversification to the Companys existing operations.
The Company plans to use Terrex to carry out its proposed spinoff transaction that was originally announced on November 26, 2009. The Company has appointed Kim Davies and Harry Knutson as directors of Terrex and has appointed Norm Knecht Chief Financial Officer. Mr. Knutson is the Chairman of Nova Bancorp Group, an investment banking firm he founded in 1982. He is also a director of Bonavista Energy Trust and Pure Energy Services Ltd. Ms. Davies and Mr. Knecht have extensive oil and gas experience, both having served in a variety of senior positions over the past 15 years. Ms. Davies served as Vice President of Exploration and New Ventures at Compton Petroleum from 1996 until 2006. Mr. Knecht served as Chief Financial Officer of Compton Petroleum from 1997 until 2009. Terrex will add to its management team before completion of the spinoff transaction.
The Company has entered into a letter agreement with Terrex whereby the companies have agreed to work to complete the spinoff transaction, including the completion of additional financing for Terrex. The spinoff transaction will be effected by way of a statutory plan of arrangement pursuant to which all of the Companys shares in Terrex will be distributed to its shareholders. It is a condition of the spinoff transaction that the shares of Terrex be listed on a stock exchange at the time the transaction is completed. The spinoff transaction is subject to approval by Terras shareholders and the TSXV. Terra expects to be able to complete the transaction before the end of March, subject to receipt of all required approvals.
On behalf of the board of directors of TERRA VENTURES, INC
DALLAS — Celanese Corporation (NYSE:CE), a leading, global chemical company,
announced today that it has called for redemption all 9.6 million shares
of its outstanding 4.25% Convertible Perpetual Preferred Stock (the
“Preferred Stock”), bearing CUSIP 150870202. The redemption date for the
Preferred Stock is February 22, 2010 and the redemption price is $25.06
per share of Preferred Stock, which represents an amount equal to the
Liquidation Preference of $25.00 per share of Preferred Stock, plus
accumulated and unpaid dividends (whether or not declared) up to, but
excluding, the Redemption Date, of $0.06. The redemption price will be
paid in shares of the Company’s Series A Common Stock (the “Common
Stock”). Each share of Preferred Stock will be redeemed for a number of
shares of Common Stock equal to (i) the redemption price divided by (ii)
97.5% of the average closing price of the Common Stock for the ten
trading days ending on the fifth trading day prior to the redemption
date. The Company will pay cash in lieu of any fractional shares of
Common Stock due to holders of shares of Preferred Stock (each, a
“Holder”) as a result of the redemption.
In order to collect the redemption price, Holders must surrender their
shares of Preferred Stock to the paying agent, Computershare Trust
Company, N.A., by book-entry transfer or physical delivery of
certificates representing the shares of Preferred Stock, together with
any necessary endorsements, prior to 10:00 a.m., New York City time, on
February 22, 2010. Unless the Company defaults in making payment of the
redemption price, dividends on shares of Preferred Stock will cease to
accumulate on and after February 22, 2010.
Holders may exercise their right to convert such shares of Preferred
Stock into shares of Common Stock prior to the redemption at a
conversion rate of 1.2600 shares of Common Stock per share of Preferred
Stock. Holders wishing to convert their shares of Preferred Stock prior
to redemption must follow the procedures for conversion set forth in the
Preferred Stock’s Certificate of Designations on or before 5:00 p.m.,
New York City time, on February 19, 2010. Dividends on shares of
Preferred Stock will cease to accumulate dividends on and after the date
of conversion. Holders of shares of Preferred Stock who elect to convert
their shares will not receive accumulated and unpaid dividends, but will
be deemed to have received such dividends through the delivery of shares
of Common Stock.
In order to collect the conversion price, Holders must surrender their
shares of Preferred Stock to the conversion agent, Computershare Trust
Company, N.A., by book-entry transfer or physical delivery of
certificates representing the shares of Preferred Stock, together with
any necessary endorsements, prior to 5:00 p.m., New York City time, on
February 19, 2010. No shares of Preferred Stock may be converted after
February 19, 2010.
The paying agent and conversion agent can be contacted at:
Amsterdam, 1 February 2010 — AMG Advanced Metallurgical Group N.V.s
(”AMG,”
EURONEXT AMSTERDAM: “AMG”) 42.6% owned affiliate, Timminco Limited
(”Timminco”;
TSX: TIM) announced that its senior secured lender has agreed to
delay the
requirement for an additional $5 million of minimum availability reserve
that
would have become effective as of February 1, 2010, until March 1, 2010.
Under the Credit Agreement dated April 15, 2005, as amended, with
Bank of
America, N.A., Timminco is able to access funds up to the amount
of the
availability under the revolving credit facility. Availability is equal
to (i)
the lesser of the borrowing base and the revolving credit commitment
under the
revolving credit facility, minus (ii) the sum of the amounts borrowed under
such
facility, and the minimum availability reserve. In the fourth quarter of
2009,
the Credit Agreement was amended to increase the minimum availability
reserve
from $2 million to $7 million, effective for the 45 day period from
February 1
to March 17, 2010. The current amendment delays the commencement of this
period
for one month.
About AMG
AMG, incorporated in the Netherlands, is a global leader in the
production of
highly engineered specialty metal products and advanced vacuum furnace
systems.
AMG serves growing industries worldwide with its unique
combination of
metallurgical engineering expertise and production know-how. AMG is a
market
leader in many of its products and systems, which are critical to the
production
of key components for the aerospace, energy (including solar and
nuclear),
electronics, optics, chemicals, construction and transportation
industries. AMG
has two operating divisions of businesses, Advanced Materials and
Engineering
Systems, and owns interests in publicly-listed companies Timminco Limited
(TSX:
“TIM”) and Graphit Kropfmühl AG (Deutsche Börse: GKR.DE).
The Advanced Materials Division develops and produces niche specialty
metals and
complex metals products, many of which are used in demanding, safety-
critical,
high-stress environments. AMG is one of a limited number of
significant
producers globally of niche specialty metals, such as
ferrovanadium,
ferronickel-molybdenum, aluminum master alloys and additives, chromium
metal and
ferrotitanium, used by steel, aluminum, chemical and superalloy
producers for
aerospace, automotive, energy, electronics, optics, chemicals,
construction and
other applications. Other key products produced by AMG include specialty
alloys
for titanium and superalloys, coating materials, tantalum and niobium
oxides,
vanadium chemicals and antimony trioxide.
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