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Published on 12/31/2004 in the Prospect News PIPE Daily.

New Issue: Terra Energy sells C$11.59 million in first closing of private placement

New York, Dec. 31 - Terra Energy Corp. said it completed the first closing for C$11,585,595 in its previously announced private placement.

Multiple closings are possible up to Jan. 24. The company announced the deal on Dec. 14 and said it aimed to raise up to C$15 million.

So far the company has sold 5,596,854 flow-through common shares at C$1.40 each and 3 million subscription receipts at C$1.25 each.

The subscription receipts are comprised of one share and one half-share warrant.

The whole warrants allow for an additional share at C$1.40 each in the first year and C$1.60 in the second.

The first closing was on Dec. 30.

An underwriting syndicate led by Research Capital Corp. and including CIBC World Markets and First Associates Investments Inc. has the option to increase the amount of the offering by C$5 million, half of which may be in flow-through shares.

The company plans to use the proceeds from the C$15 million offering to finance its acquisition of strategic oil and natural gas properties in the Fort St. John area of British Columbia. The proceeds will also be used for exploration and development programs.

Based in Calgary, Alta., Terra is an oil and natural gas exploration, development and production company.

Issuer:Terra Energy Corp.
Issue:Flow-through shares and subscription receipts
Amount:C$15 million
Underwriters:Research Capital Corp.; CIBC World Markets; First Associates Investments Inc.
Announcement date:Dec. 14
Settlement date:Dec. 30 (first closing)
Flow-through shares
Issue:Flow-through common shares
Shares:5,596,854
Price:C$1.40
Warrants:No
Subscription receipts
Issue:Subscription receipts of one share and one half-share warrant
Shares:3 million units
Price:C$1.25
Warrants:One half-share warrant per unit
Warrant expiration:Two years
Warrant strike price:C$1.40 (first year); C$1.60 (second year)

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