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Tuesday, 04/22/2008 6:14:04 PM

Tuesday, April 22, 2008 6:14:04 PM

Post# of 191
PanTerra Announces $5 Million Private Placement/
Tuesday April 22, 5:00 am ET


PAN - TSXV
CALGARY, April 21 /CNW/ - PanTerra Resource Corp. (The "Company") wishes to announce that it has entered into an agreement with Paradigm Capital Inc., as co-lead together with Becher McMahon Capital Markets Inc. (collectively, the "Agents"), pursuant to which the agents have agreed to offer on a best efforts private placement basis, 10,000,000 units of the Company ("Units") at a price of $0.30 per unit and 5,714,286 flow-through common shares of the Company ("Flow-Through Shares") at a price of $0.35 per share. Each Unit shall consist of one common share of the Company and one-half of one share purchase warrant. Each whole warrant shall be exercisable at any time for one common share at a price of $0.40 per share for a period of 18 months following the closing.

Proceeds of the Flow-through Share offering will be used to incur CEE on the continuing exploration of the Company's oil and natural gas properties prior to December 31, 2009. Proceeds of the Unit Offering will be used for general corporate purposes.

The offering is scheduled to close on or about May 8, 2008 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including approval of the TSX Venture Exchange.

The Agents shall be entitled to a cash commission equal to 8.0% of the gross proceeds of the offering. As an additional consideration, the Company will issue to the Agents, broker's warrants exercisable to purchase such number of Units as is equal to 8% of the aggregate number of Units and Flow-through Shares purchased under the offering. Such broker's warrants will be exercisable for a period of 18 months following the closing at an exercise price of $0.30 per unit.

The securities described herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States unless registered under the Act or unless an exemption from registration is available.

The Company also wishes to advise that in its recent press release announcing the appointment of William G. Turnbull as Director, that Mr. Turnbull 'was formerly' a Director and Officer of Carma Developers Ltd. and holds a Bachelor of Arts degree in Economics from Wilfred Laurier University. The Company apologizes for this error.

PanTerra Resource Corp. is an Alberta-based resource company focused on the exploration and development of unconventional shallow and shale gas and its deeper rights potential in the Province of Saskatchewan. The Company holds 'all rights' in three Exploration Permits for a total of approximately 1.1 million acres in the Province of Saskatchewan. PanTerra trades on the TSX Venture Exchange under the symbol "PAN". Further information can be found at www.panterraresource.com.


The TSX Venture Exchange has not reviewed nor accepts responsibility for
the adequacy or accuracy of the contents of this news release.

For further information

Fred P. Rumak P.Geol., President and C.E.O. at (403) 261-5900, Email: fred@panterraresource.com
or Herve B. Collet, V.P. Operations/C.O.O. at (403) 261-5900, Email: herve@panterraresource.com



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Source: PanTerra Resource Corp.

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