PanTerra Resource Corp. Announces Recapitalization Financing and New Management Team

PanTerra Resource Corp. Announces Recapitalization Financing and New 
Management Team 
CALGARY, May 7, 2014 /CNW/ - PanTerra Resource Corp. ("PanTerra" or the 
"Corporation") is pleased to announce that it has entered into a definitive 
reorganization and investment agreement (the "Agreement") with Tim de Freitas, 
Dorothy Else, Carrie McLauchlin, Yvonne McLeod, Greg Feltham, Kavanagh Mannas 
and Bob Quartero (the "Initial Investor Group"), which provides for: (i) a 
non-brokered private placement of up to an aggregate of approximately $20.0 
million (the "Private Placement"); (ii) the appointment of a new management 
team and board of directors of PanTerra (collectively, the "New Management 
Team"); and (iii) a rights offering (the "Rights Offering") to current holders 
of common shares ("Common Shares") of PanTerra (collectively, the 
"Transaction").  Completion of the Transaction is subject to customary closing 
conditions, including the approval of the TSX Venture Exchange (the "TSXV").  
Upon completion of the Transaction, it is anticipated that the shareholders of 
PanTerra will be asked to approve a change of the Corporation's name to 
"Ikkuma Resources Corp." 
The New Management Team will be led by Tim de Freitas as President and Chief 
Executive Officer, Dorothy Else as Executive Vice President, Carrie McLauchlin 
as Vice President, Finance and Chief Financial Officer, Yvonne McLeod as 
Senior Vice President, Engineering, Greg Feltham as Vice President, 
Exploration, Kavanagh Mannas as Vice President, Operations and Bob Quartero as 
Manager, Business Development. 
Upon closing of the Transaction, the new board of directors will be comprised 
of Tim de Freitas, Bob Dales, Charle Gamba, Bill Guinan and Mike Kohut. Bob 
Dales will act as Chairman. 
New Management Team 
The New Management Team has a solid track record of creating value in oil and 
gas companies through an integrated strategy of acquiring, exploiting and 
Most recently, the New Management Team was involved in senior leadership and 
technical roles with Manitok Energy Inc. ("Manitok Energy"), a public oil and 
gas exploration and development company focusing on conventional oil and gas 
reservoirs in the Alberta Foothills and southeast Alberta. At Manitok Energy, 
certain members of the New Management Team were responsible for the discovery 
and development of Manitok Energy's Stolberg area, which grew from conception 
to a peak gross production rate of approximately 8,000 boepd and has produced 
over 1 MMbbls of liquids to date. 
Prior to Manitok Energy, during their time at Talisman Energy Inc. 
("Talisman"), Tim de Freitas, Yvonne McLeod, Greg Feltham and Bob Quartero 
(the "Talisman Team"), were responsible for Talisman's Foothills exploration 
and development program which peaked at approximately 65,000 boepd. The 
Talisman Team pioneered the economic viability of horizontal wells targeting 
highly fractured, complex reservoir trends.  The Talisman Team drilled over 
100 horizontal and deviated wells, becoming the recognized technical leaders 
in Foothills horizontal drilling with a greater than 90% success rate and 
top-tier finding and development costs. 
As a technical team, the New Management Team has worked together for more than 
a decade. 
The New Management Team will apply its past experience to grow the 
recapitalized PanTerra through a combination of organic growth and 

    Tim de Freitas, PhD                Tim de Freitas has over 24 years of
    President and Chief Executive      experience, including 18 years in
    Officer                            Canadian and international
                                       Foothills.  Mr. de Freitas was a
                                       co-founder, Vice President,
                                       Exploration and COO at Manitok
                                       Energy from inception in 2005 until
                                       October 2013.  Prior to that, he
                                       held various technical and
                                       managerial rolls at Talisman, Nexen,
                                       British Gas and Imperial Oil.  He
                                       completed his BSc, MSc and PhD
                                       degrees and a Postdoctoral
                                       Fellowship at various Canadian
                                       Universities or research
    Dorothy Else                       Dorothy Else was most recently the
    Executive Vice President           Vice President, Land with Manitok
                                       Energy.  Ms. Else was involved with
                                       Manitok Energy from inception in
                                       2005 until October 2013.  Ms. Else
                                       has over 30 years of experience as a
                                       landman in a variety of roles
                                       including as an independent
                                       consultant for oil and gas
                                       exploration and production
                                       companies. Ms. Else held positions
                                       of increasing responsibility for
                                       Enerplus Resources from 1992 to
                                       2001, including Vice President,
    Carrie McLauchlin, CA              Carrie McLauchlin was most recently
    Vice President, Finance and Chief  the Vice President, Finance and CFO
    Financial Officer                  of Invicta Energy Corp. from June
                                       2010 to April 2013 prior to its sale
                                       to Whitecap Resources Inc.Ms.
                                       McLauchlin was also a co-founder and
                                       the Vice President, Finance and CFO
                                       of Luke Energy and Keywest Energy.
                                       Ms. McLauchlin is a Chartered
                                       Accountant with over 20 years of
                                       financial reporting and accounting
                                       experience primarily in the oil and
                                       gas industry.  Ms. McLauchlin
                                       received her Chartered Accountant
                                       designation in 1990.
    Yvonne McLeod P.Eng.               Yvonne McLeod was most recently the
    Senior Vice President, Engineering Vice President, Drilling,
                                       Completions and Facilities at
                                       Manitok Energy.  In this capacity,
                                       Ms. McLeod successfully built a
                                       strong technical team to execute the
                                       Alberta Foothills drilling program.
                                       Prior to Manitok Energy, Ms. McLeod
                                       worked for 8 years at Talisman
                                       leading multi-disciplinary projects
                                       drilling wells both internationally
                                       and in the North American
                                       Foothills.  Ms. McLeod has 20 years
                                       of experience in the oil and gas
                                       industry. Ms. McLeod received her
                                       Bachelor of Engineering from the
                                       University of Calgary.
    Greg Feltham, MSc                  Greg Feltham was most recently a
    Vice President, Exploration        senior geologist and the Exploration
                                       Manager, Foothills at Manitok Energy
                                       from May 2010 to March 2014 where he
                                       was responsible for its Stolberg
                                       drilling operations and regional
                                       Foothills exploration. Prior to
                                       Manitok Energy, Mr. Feltham worked
                                       for Talisman in the Foothills and
                                       International Operations teams. Mr.
                                       Feltham has over 12 years of oil and
                                       gas experience specializing in
                                       Foothills geology and fractured
                                       reservoirs. Mr. Feltham received his
                                       BSc degree from Memorial University
                                       of Newfoundland and his MSc degree
                                       in structural geology from the
                                       University of Calgary.
    Kavanagh Mannas, P.Eng, MBA        Kavanagh Mannas was most recently a
    Vice President, Operations         Operations and Development Engineer
                                       at Manitok Energy from January 2013
                                       to March 2014.  Mr. Mannas' role
                                       included managing Northern field
                                       operations, planning area
                                       development, preparing exploration
                                       economics and evaluating acquisition
                                       and divestiture opportunities. 
                                       Prior thereto, Mr. Mannas worked for
                                       Suncor Energy Inc. as an operations
                                       engineer in Grand Prairie and later
                                       in production and exploitation
                                       engineering in Calgary.  Mr. Mannas'
                                       experience includes diverse
                                       Foothills expertise both in Alberta
                                       and British Columbia, including both
                                       sweet and sour products and gas and
                                       oil reservoirs.  Mr. Mannas received
                                       his MBA from the University of
                                       Calgary with a specialization in
    Bob Quartero, MSc                  Bob Quartero was most recently a
    Manager, Business Development      Manager, Business Development at
                                       Manitok Energy from September 2010
                                       to February 2014.  Prior thereto,
                                       Mr. Quartero served as Manager,
                                       Foothills Exploration for Talisman
                                       where he managed a team of 45 staff,
                                       prospecting throughout the North
                                       American Foothills.  Mr. Quartero's
                                       team pioneered horizontal Foothills
                                       drilling.  Mr. Quartero has over 30
                                       years of oil and gas experience and
                                       is recognised as an industry
                                       technical leader in domestic and
                                       international Foothills exploration
                                       and production.  Mr. Quartero
                                       received his MSc in structural
                                       geology from Leiden University,

Each of the directors have strong track records and distinguished careers in 
both the oil and gas industry and capital markets and have held prominent lead 
positions within a range of successful companies. Their combined experience 
and expertise will provide the New Management Team with invaluable advice, 
guidance and support.

Corporate Strategy

The New Management Team has extensive experience in creating shareholder value 
through a focused business plan and believes the current market environment 
provides an excellent opportunity to reposition PanTerra as a high growth 
junior oil and gas company.  The New Management Team believes that PanTerra 
will be well positioned to take advantage of acquisition opportunities in the 
current market.

Following the completion of the Transaction, PanTerra expects to focus on 
predominantly light oil, liquids rich and sweet gas exploration and 
development opportunities in the Foothills region of Western Canada. The 
corporate strategy is to grow through targeted acquisitions complemented by 
development and exploration drilling concentrated in the Foothills region.  
The New Management Team believes that the Foothills is underexploited in 
comparison to the rest of the basin due to it being a technically challenging 
area requiring significant operational experience.  The New Management Team's 
technical expertise and track record of operational execution are suited to 
provide production and reserve growth in the new corporate structure. Unlike 
other plays, Foothills success does not require as large a drilling inventory 
as single-zone resource plays.  Following the completion of the Transaction, 
the New Management Team intends to target large, bypassed multi-zone stacked 
conventional pools.  The current PanTerra production base of approximately 85 
boed (based on field estimates) and the recapitalized corporate structure will 
allow for the exploitation of the current drilling inventory and expansion of 
PanTerra's current opportunity suite through internally generated projects and 
strategic acquisitions.

Upon completion of the Transaction, the recapitalized PanTerra is expected to 
have a net cash position of approximately $17.6 million, assuming the Private 
Placement is fully subscribed and assuming the exercise of all Rights (as 
defined below) issued in connection with the Rights Offering (as defined 
below).  The New Management Team believes that this starting point will 
provide them with a platform for aggressive growth through strategic 
acquisitions and internally generated prospects.

Upon completion of the Transaction and subject to all regulatory and 
shareholder approvals, it is anticipated that the New Management Team will 
change the name of the Corporation from "PanTerra Resource Corp." to "Ikkuma 
Resources Corp.".

Private Placement and Stock Options

Pursuant to the Private Placement, the Initial Investor Group, together with 
additional subscribers identified by the Initial Investor Group, will 
subscribe for up to 33,333,333 units (the "Units") of PanTerra at a price of 
$0.075 per Unit and up to 233,333,334 Common Shares at a price of $0.075 per 
Common Share for maximum total proceeds of approximately $20.0 million. Each 
Unit shall be comprised of one Common Share and one Common Share purchase 
warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one 
Common Share at a price of $0.10 for a period of five years. The Warrants will 
vest and become exercisable as to one-third upon the 20-day weighted average 
trading price of the Common Shares (the "Market Price") equaling or exceeding 
$0.15, an additional one-third upon the Market Price equaling or exceeding 
$0.20 and a final one-third upon the Market Price equaling or exceeding $0.25.

The completion of the Private Placement is expected to occur on or about May 
22, 2014, and may be completed in one or more tranches (the "Closing"). The 
resignation of the current board of directors and management team of PanTerra 
and the appointment of the New Management Team will occur contemporaneous with 
the Closing. The closing of subscriptions for any remaining Units and of the 
Common Shares will occur on such dates as determined by the Initial Investor 

Proceeds from the Private Placement will be used to reduce PanTerra's 
indebtedness and for general corporate purposes.

Rights Offering

Upon completion of the Private Placement, and subject to PanTerra receiving 
the Written Consent (as defined below) on or before May 14, 2014, current 
PanTerra shareholders will be entitled to participate in the Rights Offering, 
which is expected to be conducted by way of a Rights Offering Circular. 
Pursuant to the Rights Offering, each shareholder as of the record date for 
such offering (the "Record Date") will be issued one right ("Right") for each 
Common Share held on the Record Date, entitling that holder to purchase one 
(1) Common Share for every eight (8) Rights held at a price of $0.075 per 
Common Share at or before the expiry time of the Rights Offering, following 
which all outstanding Rights shall terminate and expire. Subscribers under the 
Private Placement will not be entitled to participate in the Rights Offering 
with respect to any securities acquired pursuant to the Private Placement, or 
any securities acquired on the conversion of any securities acquired pursuant 
to the Private Placement. The Rights Offering is subject to applicable 
regulatory approval, including the TSXV.

Shareholder and Stock Exchange Approvals

Completion of the Transaction is subject to a number of conditions and 
approvals including, but not limited to, the approval of the TSXV and 
shareholder approval. Under the policies of the TSXV, the completion of the 
Private Placement is subject to the approval of the shareholders of PanTerra 
as the completion of the Private Placement will result in the creation of a 
new "control person" (as defined under the policies of the TSXV). In addition 
thereto, the appointment of the New Management Team is subject to shareholder 
approval under the policies of the TSXV. The required disinterested 
shareholder approval may be obtained by PanTerra either by receipt of written 
consents by holders of more than 50% of the issued and outstanding voting 
shares of PanTerra (the "Written Consent") or by approval of a resolution at a 
special meeting of shareholders (the "PanTerra Meeting"). Pursuant to the 
Agreement, PanTerra has agreed to obtain the Written Consent on or before May 
15, 2014, failing which the Initial Investor Group has the right to terminate 
the Agreement. In the event that the Written Consent is not obtained on or 
before May 15, 2014 and the Initial Investor Group waives its termination 
right, PanTerra has agreed to convene and hold the PanTerra Meeting on or 
before July 3, 2014.

The Corporation

PanTerra's current production consists of approximately 85 boepd (based on 
field estimates) in central Alberta and has approximately 31,477,855 Common 
Shares outstanding on a fully diluted basis and net debt position of 
approximately $1.1 million, excluding the costs of the Transaction. Upon 
completion of the Private Placement and assuming the exercise of all Rights 
issued in connection with the Rights Offering, PanTerra will have 
approximately 302,079,254 Common Shares, and assuming the exercise of all 
Warrants issued in connection with the Private Placement, there will be 
approximately 335,412,587 Common Shares outstanding on a fully diluted basis.

Board of Directors' Recommendation

The current board of directors of PanTerra has determined that the 
transactions contemplated by the Agreement are in the best interests of its 
shareholders, has approved such transactions and recommends that PanTerra's 
shareholders approve the Agreement and the Transaction and execute the Written 
Consent. Any shareholder of PanTerra wishing to obtain and execute the Written 
Consent should contact PanTerra as set forth below.

Current directors and officers of PanTerra who, in aggregate, own, directly or 
indirectly or exercise control or direction over approximately 24% of the 
Common Shares, have entered into support agreements or agreed to enter into 
support agreements pursuant to which they have agreed or will agree, among 
other things, to execute a Written Consent.

Cancellation of Previously Announced Private Placement

As a result of the Transaction, the board of directors of PanTerra has 
determined to not proceed with the private placement previously announced on 
April 30, 2014.

The Agreement

The Agreement contains a number of customary representations, warranties and 
conditions. The complete Agreement will be accessible on PanTerra's SEDAR 
profile at

Financial Advisors

Desjardins Securities Inc. is acting as financial advisor to the Initial 
Investor Group.

About PanTerra

PanTerra is a diversified junior public oil and gas company listed on the TSXV 
under the symbol "PRC", with holdings in both conventional and unconventional 
projects in Western Canada that have excellent optimization and exploitation 
potential. Company information can be found at:

Forward-Looking and Cautionary Statements

This news release may include forward-looking statements including opinions, 
assumptions, estimates, the New Management Team's assessment of future plans 
and operations, and, more particularly, statements concerning the completion 
of the Transaction contemplated by the Agreement, the number of securities 
issued by way of the Private Placement, the business plan of the New 
Management Team, the change of name of the Corporation, use of  proceeds and 
debt levels and production following completion of the Transaction.

When used in this document, the words "will," "anticipate," "believe," 
"estimate," "expect," "intent," "may," "project," "should," and similar 
expressions are intended to be among the statements that identify 
forward-looking statements.

The forward-looking statements are founded on the basis of expectations and 
assumptions made by PanTerra which include, but are not limited to, the timing 
of the receipt of the required shareholder, regulatory and third party 
approvals, the future operations of, and transactions completed by PanTerra as 
well as the satisfaction of other conditions pertaining to the completion of 
the Transaction.

Forward-looking statements are subject to a wide range of risks and 
uncertainties, and although PanTerra believes that the expectations 
represented by such forward-looking statements are reasonable, there can be no 
assurance that such expectations will be realized.

Any number of important factors could cause actual results to differ 
materially from those in the forward-looking statements including, but not 
limited to, shareholder, regulatory and third party approvals not being 
obtained in the manner or timing set forth in the Agreement, the ability to 
implement corporate strategies, the state of domestic capital markets, the 
ability to obtain financing, changes in general market conditions and other 
factors more fully described from time to time in the reports and filings made 
by PanTerra with securities regulatory authorities.

Except as required by applicable laws, neither PanTerra nor the Initial 
Investor Group undertake any obligation to publicly update or revise any 
forward-looking statements.

The term "boe" may be misleading, particularly if used in isolation. A boe 
conversion of 6 Mcf: 1 bbl is based upon an energy equivalency conversion 
method primarily applicable at the burner tip and it does not represent a 
value equivalency at the well head.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that 
term is defined in the policies of the TSX Venture Exchange) accepts 
responsibility for the adequacy or accuracy of this news release.

This press release does not constitute an offer to sell or a solicitation of 
an offer to buy any of the securities described herein. The securities have 
not been and will not be registered under the United States Securities Act of 
1933, as amended (the "U.S. Securities Act"), or any state securities laws and 
may not be offered or sold within the United States or to United States 
Persons unless registered under the U.S. Securities Act and applicable state 
securities laws or an exemption from such registration is available.

SOURCE  PanTerra Resource Corp. 
Fred P. Rumak P.Geol., President PanTerra Resources Corp. 800, 717 - 7th Ave. 
S.W. Calgary, AB, T2P 0Z3  Phone: 403-261-5900 Fax: 403-261-5902  Tim de 
Freitas c/o PanTerra Resources Corp. 800, 717 - 7th Ave. S.W. Calgary, AB, T2P 
0Z3  Phone: 403-478-0141 Fax: 403-261-5902  
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CO: PanTerra Resource Corp.
ST: Alberta
-0- May/07/2014 12:00 GMT
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