Terra Nova Resources Announces Engagement of Bristol Capital Ltd.

VANCOUVER, British Columbia, Jan. 21, 2021 (GLOBE NEWSWIRE) -- Terra Nova Resources Inc. (CSE: TENO) (the “ Company ” or “ Terra Nova ”) is pleased to announce that it has engaged Bristol Capital Ltd. (“Bristol”) to provide investor relations services to the Company. Services to be provided by Bristol will include assisting the Company in the preparation of investor materials and news releases, as well as introducing the Company to Bristol’s network of professional investors. Bristol’s engagement will extend for a period of 12 months commencing on February 1, 2021 and renewing automatically for successive 12 month terms unless earlier terminated by the parties. Bristol will be paid a fee that will range from $7,000 to $14,000 per month depending on the level of services provided. In addition, the Company has agreed to issue to Bristol options to purchase up to 300,000 common shares of the Company following closing of its proposed acquisitions of WellteQ Limited (“WellteQ”) and CBDS Health Inc. (“CBDS”), exercisable at $0.30 per share or such greater price as may be required under the rules and policies of the Canadian Securities Exchange, expiring 36 months after issuance and vesting quarterly.

As previously announced, the Company has entered into definitive agreements to acquire all of the outstanding shares of WellteQ and CBDS. The proposed acquisition of WellteQ and CBDS (the “Proposed Transaction”) will constitute a “fundamental change” under the rules and policies of the Canadian Securities Exchange. Pursuant to the rules and policies of the CSE, it is expected that trading in the Company’s common shares will be halted and will remain halted until the completion of the Proposed Transaction or the provisions of the Company’s agreements to acquire WellteQ and CBDS Agreement are terminated. There can be no assurance that the Proposed Transaction will be completed on the terms proposed or at all.

About WellteQ

WellteQ is a leading provider of corporate wellness solutions within Asia Pacific, and has developed and grown the business on the technology and data-driven smarts to communicate personalised wellness content to a user in order to engage healthier behaviour. As an enterprise (business-to-business) model WellteQ has two main sectors of customers where they have secured large multinational brands as customers for their SaaS revenue. WellteQ white labels its technology for the consumer insurance policyholders for one of Australia’s largest private health insurers and for corporate insurance customers of Bupa (Australia). Direct services are offered to large employer customers including Toll Logistics, Willis Towers Watson APAC and are about to launch to global employees of South East Asia’s largest bank, DBS Bank. WellteQ are also co-developing a mental health product for the customers of one of the world’s largest pharmaceutical companies projected to launch in Q1-2021.

About CBDS Health Inc.

Co-founded by Mr. Brian Leeners, CBDS is a privately-held company focused on the development of Internet of Medical Things (IoMT) connected patient applications in healthcare. Leveraging its founders’ years of experience building commercial IoT solutions, CBDS has developed an entirely new IoMT platform that can connect multiple standardized medical devices and applications to the cloud.

Further Information

Further details about the Proposed Transaction and the Company following completion thereof will be provided in a CSE listing statement prepared and filed by Terra Nova in respect of the Proposed Transaction.

Investors are cautioned that, except as disclosed in the listing statement (or other disclosure document prepared by Terra Nova) in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.

Cautionary Note Regarding Forward-Looking Statements:

This news release contains statements that constitute “forward-looking statements.” Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause Terra Nova’s actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “projects,” “potential” and similar expressions, or that events or conditions “will,” “would,” “may,” “could” or “should” occur.

Forward-looking statements in this document include, among others, statements relating to expectations regarding the completion of the Proposed Transaction (including the receipt of all required approvals), the listing on the CSE, the Concurrent Financing, the business plans of Terra Nova, WellteQ and CBDS and other statements that are not historical facts. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors and risks include, among others: (a) that there is no assurance that the parties hereto will obtain the requisite director, shareholder and regulatory approvals for the Proposed Transaction; (b) there is no assurance that the Concurrent Financing will be completed or as to the actual offering price or gross proceeds to be raised in connection with the Concurrent Financing; (c) following completion of the Proposed Transaction, Terra Nova may require additional financing from time to time in order to continue its operations which may not be available when needed or on acceptable terms and conditions acceptable; (d) compliance with extensive government regulation; (e) domestic and foreign laws and regulations could adversely affect Terra Nova’s business and results of operations; (f) the stock markets have experienced volatility that often has been unrelated to the performance of companies and these fluctuations may adversely affect the price of the Company’s securities, regardless of its operating performance; and (g) the impact of COVID-19.

The forward-looking information contained in this news release represents the expectations of Terra Nova as of the date of this news release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely upon this information as of any other date. Terra Nova undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change.

The CSE has not passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.

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