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Pan Terra Industries Announces Private Placement and Management Changes

VANCOUVER, BRITISH COLUMBIA -- (Marketwire) -- 10/25/11 -- The Board of Directors of Pan Terra Industries Inc. (TSX VENTURE:PNT) ("Pan Terra" or the "Company") announces a non-brokered private placement consisting of 4,000,000 units at a price of $0.35 per unit for total proceeds of $1,400,000. Each unit will consist of one common share and one-half purchase warrant, with each full warrant entitling the holder to purchase an additional common share of the Company at a price of $0.50 within 24 months of the date of issuance. All common shares and warrants issued in connection with this private placement will be subject to a statutory four month hold period. The proceeds from the private placement will be used to fund the cash portion of the previously announced acquisition of Congo Namibia (PTY) Limited (please refer to the news release dated October 7, 2011) and general working capital purposes. It is expected that the private placement will close shortly, subject to customary TSX-V approvals.

In addition, the Board of Directors is pleased to announce the following appointments effective immediately. Mr. Alexander Helmel has been appointed as the Company's President, Chief Executive Officer and director. Mr. Helmel succeeds Mr. Mitchell Adam, who has resigned as President, Chief Executive Officer and director of the Company to pursue other opportunities. Mr. Adam's has advised the Company that he does not intend to stand for election as a director at the Company's annual general meeting to be held on November 2, 2011.

Mr. Helmel is an independent management consultant with specific expertise working with resource based companies within the Canadian Capital Markets. Mr. Helmel focuses on managing the assets and development of exploration and mining corporations while building senior management teams and corporate growth strategies. Mr. Helmel has served as a director or officer for numerous TSX-V listed corporations including Rara Terra Minerals Corp. and Giyani Gold Corp.

Rick Vaive, a director of the Company commented on the appointment of Mr. Helmel, stating: "We're excited about Alex's appointment to the Company. He brings an extremely well rounded background with many years experience in the mining industry, including mineral exploration and development, corporate and investment banking, and corporate development. We look forward to his leadership as the Company drives forward to close our recently announced acquisitions in Namibia."

The Company also announces it has appointed Mr. Amish Patel as Chief Financial Officer and director, bringing more than 15 years of finance experience to the Company. Since 1999, Mr. Patel has run a successful consulting practice, providing services to some of Canada's largest public companies, and has in-depth knowledge relating to financial reporting and analysis, expense management and project management. He is a member in good standing with the Institute of Chartered Accountants, a designation he obtained while articling in the public audit and tax groups at KPMG.

The Board of Directors is also pleased to announce that it has appointed Mr. Casper Bych as Executive Vice President of Corporate Development and Corporate Secretary. Mr. Bych is currently the Chief Executive Officer of Mountainview Capital Corporation, a Vancouver based corporate finance boutique. Mr. Bych has served as a director and officer of numerous TSX-V listed companies.

Mr. Gregory Marr has resigned as the Company's Chief Financial Officer and Mr. Tony Pezzotti has resigned from the Board of Directors to pursue other opportunities. Mr. Pezzotti has advised the Company that he does not intend to stand for election as a director at the Company's annual general meeting to be held on November 2, 2011. The Company wishes to express its gratitude to Mr. Marr and Mr. Pezzotti for their valuable insight and contributions to the Company during its restructuring over the past few years.

The Company further announces that it has granted 1,657,770 stock options to directors, officers and employees of the Company at an exercise price of $0.35. The stock options have been granted pursuant to the Company's stock option plan and remain subject to customary TSX-V approvals.

This news release contains forward-looking statements regarding the future success of the business of the Company that is subject to risk and uncertainties. These forward-looking statements involve known and unknown risk and uncertainties that may cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied in these forward-looking statements. These risks include risks related to dependence on key personnel, competition, risks related to newly acquired businesses, uncertainty and dilution of additional financing and ability to service debt, as well as the risk factors described in the Company's Management Discussion and Analysis filed on SEDAR at, and the risks to be described in any Management Information Circular. The forward-looking statements contained herein are made as of the date of this news release and are expressly qualified in their entirety by this cautionary statement. Except as required by law, the Company undertakes no obligation to publicly update or revise any such forward- looking statements to reflect any change in its expectations or in events, conditions or circumstances on which any such forward-looking statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

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 release.

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