Terra Nostra to Undertake Hong Kong IPO and Spin Off of Its Copper Joint Venture
15 December 2007 - 6:06AM
PR Newswire (US)
IPO Targeted to Raise US$120 Million LOS ANGELES and HONG KONG,
Dec. 14 /PRNewswire-FirstCall/ -- Terra Nostra Resources
Corporation (OTC:TNRO) (BULLETIN BOARD: TNRO) is pleased to
announce that it has agreed to undertake an initial public offering
("IPO") of its copper joint venture in conjunction with a listing
on the Main Board of the Stock Exchange of Hong Kong Limited (the
"Hong Kong Exchange) which is targeted to raise a total of
US$120,000,000. The anticipated date for listing on the Hong Kong
Exchange is mid-2008. The Company is presently proceeding with the
incorporation of Sino Strategic Metals Ltd. ("Sino Metals"), a
wholly owned subsidiary, to undertake the IPO. Subject to tax and
legal advice received, Sino Metals intends to have a Hong Kong
company as its wholly owned subsidiary to hold its interest in
Shandong Terra Nostra Jinpeng Metallurgical Co., Ltd. (the "Copper
Joint Venture"). The IPO is expected to raise a targeted
US$120,000,000 by way of an initial offering of approximately 25%
of the issued ordinary shares of Sino Metals, providing substantial
new capital to Sino Metals for working capital and
production/supply chain development. The Company has entered into a
formal agreement with Kingsway Capital Limited ("Kingsway") to act
as the Company's sole sponsor for the listing on the Hong Kong
Exchange and the IPO. The Company plans to spin off the remaining
shares of Sino Metals to the shareholders of Terra Nostra Resources
Corp. Under this plan, the Terra Nostra shareholders of record
would receive by way of a dividend, shares of Sino Metals tradable
on the Hong Kong Exchange. The record date for the spin off will be
determined by the Board of Directors. The spin off will be required
to meet the regulatory requirements of both the Hong Kong Exchange,
the Securities and Exchange Commission and the laws of the State of
Nevada, Terra Nostra's state of incorporation. "This is a unique
opportunity to accelerate the Company's growth on favorable terms
and to seize opportunities available to us in the dynamic and
growing China market", stated Mr. Sun Liu James Po, the Company's
Chief Executive Officer. "With the higher earnings multiples
generally found on the Hong Kong Exchange for mainland China
investments, this listing is designed to unlock the value of our
Copper joint venture operations. It is designed to provide Terra
Nostra and its shareholders the benefit of a non-dilutive equity
raise and a potential increase in shareholder value when the
offering proceeds are invested directly to expand operations". The
final share distribution will be based on the pricing of the IPO at
the time of listing. Completion of the proposed IPO and the Hong
Kong listing is subject to the submission of listing application
documents, approval from the Hong Kong Stock Exchange and general
market conditions. This press release does not constitute an offer
to sell or the solicitation of any offer to buy, and there shall
not be any sale of the securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful. The securities to be
offered will not be registered under the Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. About the Hong Kong Stock Exchange The Hong Kong
Stock Exchange is one of the most active stock exchanges in the
world, ranked 3rd by total equity funds raised, 2nd by new
listings' funds raised and 6th by market capitalization among
members of the World Federation of Exchanges as at the end of 2006.
About Kingsway Capital Limited Kingsway is a member of Hong
Kong-based investment bank Kingsway Financial Services Group
Limited which specializes in bringing quality China projects to the
Hong Kong and Global markets. Established in 1990, the Kingsway
Group provides a wide range of investment banking services
including corporate finance advisory, equity capital markets,
institutional brokerage and equity research. Kingsway has developed
an extensive network of institutional investors and has acted as
sponsor, manager, co-manager of public offerings and financial
adviser to listed companies in Hong Kong for over 400 fund raising
or corporate advisory assignments in recent years. About Terra
Nostra Resources Corporation Terra Nostra is a leading copper and
stainless steel producer in China through its 51% majority
interests in two joint venture companies in China. Shandong Terra
Nostra Jinpeng Metallurgical Co., Ltd. has an existing and under
construction total production capacity of 170,000 MT of
electrolytic copper and 20,000 MT of low-oxygen copper, together
with value-added copper rod and wire capabilities. Shandong Quanxin
Stainless Steel Co., Ltd. operates a modern stainless steel
production facility with a 230,000 MT capacity casting mill, and a
150,000 MT capacity rolling mill. The two joint venture companies,
with total assets in excess of US$180 million and over 1,000
employees, are located in the highly industrialized coastal
province of Shandong, midway between Beijing and Shanghai. More
information on Terra Nostra can be found at
http://www.tnr-corp.com/. Investor Contact: Mercantile Ascendency,
Tom Collins, (214) 559 9885 Forward Looking Statements Except for
the historical information contained herein, the matters set forth
in this press release, including statements with respect to
expectations concerning (i) projects underway or under
consideration, including production capacity and completion
schedules; (ii) business and future potential of Terra Nostra
Resources Corporation ("TNRO"); (iii) estimates or implications of
future earnings, profits, EBITDA, and the sensitivity of earnings
to metals prices; (iv) estimates of future metals production, sales
and profitability; (v) estimates of future cash flows, and the
sensitivity of cash flows to the other metals and ore costs as well
as, but not limited to, fluctuations in fuel prices, scrap prices,
and the availability of both, and statements related to these
matters or which use words such as "may," "might," "should,"
"expect," "plan," "anticipate," "believe," "estimate," "predict,"
"potential" or "continue," and the negative of these terms and
other comparable terminology are all forward-looking statements
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Further risks,
uncertainties and other factors, which affect the forward- looking
statements included herein, and could cause actual results to
differ materially from future results expressed, projected or
implied by such forward-looking statements include, but are not
limited to, completion of TNRO's capital contributions to the joint
venture companies, working capital financing, metals price
volatility, competition for projects, reserve acquisition costs,
currency fluctuations, international economic uncertainty,
sovereign risk, force majeure, changes in tax law or concession
law, project scheduling delays, labor disputes, increased
production costs and variances in ore grade, scrap grade or
recovery rates from those assumed in production plans, political
and operational risks in the countries in which TNR may operate and
governmental regulation and judicial outcomes, and other risks
detailed from time to time in TNRO's filings with the Securities
and Exchange Commission, including its Quarterly Report on Form
10-QSB for the year ended August, 31, 2007. Copies of each filing
may be obtained from TNRO or the SEC. Furthermore, metals
operation, by their very nature, entail inherent cyclical,
sectoral, and commodity risk and could expose an investor to the
entire loss of all capital invested. TNRO does not undertake any
obligation to publicly release any revisions to any forward-looking
statements to reflect events or circumstances after the date of
this release or to reflect the occurrence of unanticipated events,
except as may be required under applicable securities laws.
DATASOURCE: Terra Nostra Resources Corporation CONTACT: Investors,
Tom Collins of Mercantile Ascendency, +1-214-559-9885, for Terra
Nostra Resources Corporation Web site: http://www.tnr-corp.com/
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