Filed by Terra Nova Royalty
Corporation pursuant to Rule 425 under
the Securities Act of 1933
Subject Company: Terra Nova Royalty
Corporation
Commission File No.: 001-04192
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Corporate
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Investors
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Media |
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Terra Nova Royalty Corp
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Allen & Caron Inc.
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Allen & Caron Inc. |
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Rene Randall
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Joseph Allen
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Len Hall |
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1 (604) 683-8286 ex 224
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1 (212) 691-8087
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1 (949) 474-4300 |
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rene.randall@terranovaroyalty.com
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joe@allencaron.com
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len@allencaron.com |
TERRA NOVA CORPORATION ANNOUNCES OVER 90%
OF MASS FINANCIAL CORP SHARES TENDERED
- Expiry of Tender Offer for all of the shares of Mass Financial Corp. -
NEW YORK (November 9, 2010) . . . Terra Nova Royalty Corporation (NYSE: TTT) (Terra Nova)
is pleased to announce the expiry of its offer to acquire all of the class A common shares of Mass
Financial Corp. (Mass) (Vienna Stock Exchange symbol: MASS) (OTC Pink Sheets: MFCAF) through a
wholly-owned subsidiary (the Offer). The preliminary tabulation received by Terra Nova from the
depository for the Offer indicates that, as of the expiry of the Offer, the number of Mass shares
tendered under the Offer, along with Mass shares already held by Terra Nova prior to the Offer,
shall result in Terra Nova owning in excess of 90% of the outstanding shares of Mass.
All conditions of the Offer have either been satisfied or waived, and Terra Nova intends to accept
all tendered Mass shares. Terra Nova currently plans to complete its acquisition of Mass by
effecting a compulsory acquisition of the Mass shares not tendered under the Offer pursuant to
applicable laws and, subsequently causing the amalgamation of Mass with a wholly-owned subsidiary
of Terra Nova.
About Terra Nova
Terra Nova is active in the mineral royalty and natural resources industry.
Additional Information
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of
Mass. Terra Nova filed a Registration Statement on Form F-4, as amended, with the Securities and
Exchange Commission (SEC) in connection with the Offer and proposed acquisition of Mass. These
documents contain important information about the transaction and should be read before any
decision is made with respect to the Offer. Investors and stockholders may obtain free copies of
these documents through the website maintained by the SEC at http://www.sec.gov.
PAGE 1/2
In addition to the Registration Statement on Form F-4 and the related offer materials, Terra Nova
files or furnishes annual, quarterly and special reports, and other information with the SEC. You
may read and copy any reports, statements or other information filed or furnished by Terra Nova at
the SECs Public Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. You
can request copies of these documents by writing to the SEC and paying a fee for the copying cost.
Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public
Reference Room. Terra Novas SEC filings are also available to the public at the SECs web site at
http://www.sec.gov.
Forward-Looking Statements
This document contains statements which are, or may be deemed to be, forward-looking statements
which are prospective in nature. Forward-looking statements are not based on historical facts, but
rather on current expectations and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ materially from the future
results expressed or implied by the forward-looking statements.
Often, but not always, forward-looking statements can be identified by the use of forward-looking
words such as plans, expects or does not expect, is expected, scheduled, estimates,
forecasts, intends, anticipates or does not anticipate, or believes, or variations of
such words and phrases or statements that certain actions, events or results may, could,
should, would, might or will be taken, occur or be achieved. Such statements are qualified
in their entirety by the inherent risks and uncertainties surrounding future expectations. Such
forward-looking statements involve known and unknown risks, uncertainties and other factors which
may cause the actual results, performance or achievements of Terra Nova to be materially different
from any future results, performance or achievements expressed or implied by the forward-looking
statements. Important factors that could cause actual results, performance or achievements of Terra
Nova to differ materially from the expectations of Terra Nova include, among other things, general
business and economic conditions globally, commodity price volatility, industry trends,
competition, changes in government and other regulation, including in relation to the environment,
health and safety and taxation, labor relations and work stoppages, changes in political and
economic stability, the failure to meet certain conditions of the offer and/or the failure to
obtain the required approvals or clearances from regulatory and other agencies and bodies on a
timely basis or at all, the inability to successfully integrate Masss operations and programs with
those of Terra Nova, incurring and/or experiencing unanticipated costs and/or delays or
difficulties relating to integration of Mass, disruptions in business operations due to
reorganization activities and interest rate and currency fluctuations. Such forward-looking
statements should therefore be construed in light of such factors.
Other than in accordance with its legal or regulatory obligations, Terra Nova is not under any
obligation and Terra Nova expressly disclaims any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information, future events or otherwise.
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