ClearPoint Resources, Inc. and Terra Nova Acquisition Corporation Jointly Announce Stockholder Approval of Their Merger.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Privately held ClearPoint Resources, Inc. (f/k/a ClearPoint Business Resources, Inc.) ("ClearPoint") and Terra Nova Acquisition Corporation (OTCBB OTCBB See OTC Bulletin Board (OTCBB). :TNVA) (OTCBB:TNVAU) (OTCBB:TNVAW) ("Terra Nova"), a public company formed to effect a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business, jointly announce that the stockholders of Terra Nova have approved the merger of the two companies (by more than 99.95% of votes cast). The vote to approve the merger took place today at Terra Nova's special meeting of stockholders. It is expected that closing of the merger will take place later today. Upon closing, Terra Nova will change its name to ClearPoint Business Resources, Inc. Terra Nova's common stock, warrants and units will cease trading on the Over-the-Counter Bulletin Board and begin trading on the Nasdaq Capital Market Originally called the NASDAQ Small Cap Market, NASDAQ announced a name change to the NASDAQ Capital Market on September 27, 2005. [1] The NASDAQ Capital Market exists for securities of smaller, less-capitalized companies (small caps) that do not qualify for under the symbols CPBR CPBR Centre for Plant Biodiversity Research (Australia) CPBR Consortium for Plant Biotechnology Research , CPBRW and CPBRU, respectively, shortly after the closing. In addition to approving the merger, the Terra Nova stockholders also approved the 2006 Long-Term Incentive Plan Proposal and certain amendments to Terra Nova's certificate of incorporation certificate of incorporation n. some states issue a certificate to prove a corporation's existence upon the filing of Articles of Incorporation. In most states the Articles are sufficient proof. , including the change of name. About ClearPoint ClearPoint is a workforce management solutions provider based in Chalfont, Pennsylvania, near Philadelphia. ClearPoint's business was founded in 2001 and currently operates through 29 branches across the United States with over 140 employees and over 3,500 field associates. ClearPoint operated under the name Mercer Staffing, Inc. until it changed its name to ClearPoint in 2006. ClearPoint focuses on human resource/staff outsourcing, vendor management services, customized managed service programs, and workforce optimization. It also provides business services including business process outsourcing Business process outsourcing (BPO) is the contracting of a specific business task, such as payroll, to a third-party service provider. Usually, BPO is implemented as a cost-saving measure for tasks that a company requires but does not depend upon to maintain its position in , support services support services Psychology Non-health care-related ancillary services–eg, transportation, financial aid, support groups, homemaker services, respite services, and other services for the transportation, logistics and staffing industries, and benefits solutions and administration. ClearPoint is also known for its project-based staff augmentation service which includes full service project solutions, executive search and permanent placement services, contract recruiting services and short- and long-term hourly-based assignments. ClearPoint was recently recognized in an elite group of 100 companies in its industry with at least $100 million in revenue in the May 2006 issue of Staffing Industry Report, which published its annual list of top staffing and human resource outsourcing companies. ClearPoint (referred to as Mercer Staffing, its prior name, in the article) was also recently recognized as the 17th fastest growing private company in the United States in the "Inc. 500" in the September 2006 issue of Inc. Magazine. Forward-Looking Statements This press release includes forward-looking statements made pursuant to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. provisions of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995 that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, based upon the current beliefs and expectations of Terra Nova's management, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. |
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