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Published on 1/26/2005 in the Prospect News PIPE Daily.

New Issue: Terra Energy closes upsized C$24.5 million private placement

New York, Jan. 26 - Terra Energy Corp. said it completed an upsized C$24.5 million private placement.

The company sold flow-through common shares at C$1.40 each and share units at C$1.25 each. Each unit consists of one common share and half a warrant to buy an additional share at C$1.40 in the first year and C$1.60 in the second.

The first closing was Dec. 30 for 3 million subscription receipts for units for proceeds of C$3,750,000 and 5,596,854 flow-through shares for proceeds of C$7,835,595.

The final closing took place on Jan. 26 for 6,561,200 units for proceeds of C$8,201,500 and 3,366,361 flow-through shares for proceeds of C$4,712,905.

From the closing, 2,857,143 shares have been closed in escrow.

The total offering was upsized from a planned C$15 to C$20 million.

Proceeds will be used for Terra Energy's exploration and operating programs and to retire mezzanine debt.

The deal was brought to market by an underwriting syndicate led by Research Capital Corp. and including CIBC World Markets and First Associates Investments Inc.

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$24.5 million
Underwriters:Research Capital Corp.; CIBC World Markets; First Associates Investments Inc.
Announcement date:Dec. 14
Settlement date:Dec. 30 (first closing), Jan. 26 (final closing)
Flow-through shares
Issue:Flow-through common shares
Shares:8,963,215
Price:C$1.40
Warrants:No
Units/Subscription receipts
Issue:Subscription receipts for/units of one share and one half-share warrant
Shares:9,561,200 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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