VANCOUVER, BC / ACCESSWIRE / July 2, 2015 / Michael Caetano, a concerned shareholder of Terra Nova Energy Ltd. (TSX V: TGC) (OTCQX:TNVMF) ("Terra Nova") wants shareholders to be aware of a statement of claim that was filed in the High Court of the Republic of Singapore by Grant Mogens Peterson as the plaintiff and two of Terra Nova‘s directors, Henry Edmond Aldorf and Nico Oliver Civelli, as the defendants.
Shareholders can review the statement of claim on our website www.shareholdersterranova.com. While the claims have not yet been proven in court, Mr. Petersen is suing Mr. Civelli and Mr. Aldorf for fraudulent misrepresentation in the sale of a 25% stake in Perseville Investing Inc. ("Perseville") to Mr. Petersen. Among the particulars set out in Mr. Petersen’s suit, "the 1st and 2nd Defendant represented that they were the majority owners of Perseville and that if the Plaintiff was able to negotiate this deal, they would sell him a 25% stake in Perseville." The 1st and 2nd Defendant being Mr. Civelli and Mr. Aldorf.
Previously Terra Nova has only disclosed that Perseville, a BVI Company, is controlled by Carlo Civelli, father of Nico Civelli, VP of Finance and a director of Terra Nova. If Perseville is controlled by Nico Civelli and Henry Aldorf, the previous transactions between Perseville and Terra Nova may be in breach of securities and corporate law and this raises concerns about the fairness of the transactions.
Michael Caetano has some serious concerns about recent decisions by management and the board of directors of Terra Nova, as a result of recent transactions between Terra Nova and Perseville. Terra Nova has spent a long period of time processing and reviewing seismic data on Petroleum Exploration License ("PEL") 112 & 444. Mr. Caetano is concerned that Carlo Civelli, a senior advisor to Terra Nova, may have had access to these results in his capacity as a senior advisor. Instead of working to increase Terra Nova's interest, Carlo Civelli increased Perseville’s interest at the expense of Terra Nova. I question current management and the board's ability to look after Terra Nova's best interest, given their relationship with Perseville.
The current board has stated that selling the 5.166% working interest in each of PEL 112 and 444 was necessary to raise working capital to drill wells without issuing additional stock and diluting shareholder interest. Michael Caetano believes by selling the 5.166% working interest in PEL 112 and 444 and terminating the agreement with Holloman Energy Corporation ("Holloman"), thus giving up the right to earn an additional 29.16% working interest in PEL 112 and 444, resulted in a diluted ownership of just 20% of PEL 112 and 444. Mr. Caetano believes that this was more dilutive to shareholder value and that the current management of the company does not recognize that diluting Terra Nova's ownership in its principal asset is weakening shareholder value.
Mr. Caetano believes Terra Nova should have purchased the 25% working interest in PEL 112 and 444 that Perseville acquired for $2.1 million. If Perseville was willing to acquire 5% of PEL 112 and 444 for $3 million, Terra Nova could have used that capital to acquire the third party interest for $2.1 million. This would leave Terra Nova with a fully earned 45% working interest, with the right to earn an additional 29.1667% interest through the farm in agreement, and $900,000. Terra Nova would be in a good position to raise the necessary capital to drill at least 5 wells, which would reduce the risk of a dry hole. If Terra Nova was able to earn the 29.1667% interest, it would have over a 74% working interest in PEL 112 and 444, as compared to its current interest of 20%.
The concerned shareholder believes that past decision of management are not in the best interest of shareholders of Terra Nova and such actions may have benefited insiders of Terra Nova through their relationship with Perseville.
THE FUTURE FOR TERRA NOVA:
Dear fellow shareholders,
I am a concerned shareholder of Terra Nova like you, frustrated with current management and the board. I am taking this action in order to protect my investment and yours from the future decisions that the current board may make and to the extent possible reverse any decisions that were made previously that are not in the best interest of all shareholders.
My concerned shareholder nominees, if elected, intend to investigate and review prior transactions involving Perseville and Terra Nova, including the identification of all directors, offers and controlling shareholders of Perseville in order to determine compliance with corporate and securities laws. To the extent possible, the nominees will reverse any decisions made by current management that are not in the best interest of shareholders. In addition, the concerned shareholder will review all strategic alternatives, including corporate acquisitions, in order to enhance shareholder value.
Ongoing Concerns
- Current management is worried about share dilution, when they have diluted the value of the company.
- Current management is not maintaining good relationships with the key partners for Terra Nova. For example, they did not engage in any discussions with Holloman before terminating the farm-in agreement. If they had engaged in discussions with Holloman, they may have been able to obtain an advantageous deal for Terra Nova.
- The lawsuit against Henry Edmond Aldorf and Nico Oliver Civelli may divert their attention from Terra Nova, which could result in delays to drilling.
- Perseville has increased its interest in PEL 112 and 444 while Terra Nova keeps decreasing its interest.
- A senior advisor to Terra Nova controls an offshore company that is increasing its interest in PEL 112 and 444. Mr. Caetano is concerned that the senior advisor may have used information provided to him in his capacity as an advisor to Terra Nova to benefit Perseville.
Our Plans for the Future
- To add highly experienced individuals to our team and help assist with immediate drilling plans currently held by Terra Nova.
- Discuss and negotiate steps and procedures with Terra Nova's partners and maintaining a good working relationship.
- Increase the value of the company with its current capital and then raise additional funds. As Terra Nova reaches milestones, it may be able to raise funds at higher share prices, which would result in less dilution to its shareholders.
- Continue to look for other valuable asset acquisitions, which will grow Terra Nova's portfolio and build a strong valuable company.
- Investigate all matters conducted by current management without interfering with corporate operations.
The nominees plan is to raise adequate funding to carry out PEL 112 and 444 exploration activities, without diluting Terra Nova's interest in its principal asset.
VOTE FOR AN INDEPENDENT UNENCUMBERED BOARD - VOTE YOUR BLUE PROXY FOR CONCERNED SHAREHOLDER NOMINEES. PLEASE VISIT WWW.SHAREHOLDERSTERRANOVA.COM FOR UPDATES.
The majority of shareholders of Terra Nova should now have received the BLUE proxy allowing them to support the concerned shareholder nominees. I urge you to vote today, using only the BLUE proxy. If you have submitted a management proxy, you can change your vote by voting a later dated BLUE proxy. Time is short. Shareholders are asked to vote their BLUE proxy via the internet, telephone or fax (where available). In order for your vote to be received in sufficient time for the meeting, please vote before 5:00 p.m. on July 10, 2015. If you are unable to vote by this deadline, we will still make every effort to have your vote counted at the meeting. If you have not received your BLUE proxy or require assistance in voting, please contact our proxy solicitation agent, Shorecrest Group at 1-888-637-5789 or email: contact@shorecrestgroup.com.
SOURCE: Michael Caetano