Capitalisation of loan

RNS Number:9652E
Hanover Capital Group PLC
11 December 2002

11 December 2002



HANOVER CAPITAL REPAYS HISTORICAL LONG TERM LOAN PARTLY THROUGH THE ISSUE OF NEW
SHARES AND WARRANTS



Hanover Capital Group plc announces that, together with its wholly owned
subsidiary Oxygen Investors Limited, it will be repaying a historical long term
loan to the former Directors who resigned following the company's EGM on 30th
October 2002, where it was agreed that the name of the Company would be changed
from Tera Group PLC to Hanover Capital Group PLC ("Hanover" or the "Company")
and that it would become a mining investment company.  The loan repayment is
also being made to certain former investors in line with their agreement.



The loan, which was a long term liability of the Company and, with interest
accrued to 31 August 2002 amounted in aggregate to #369,121.92 shall be repaid
as follows:



The sum of #144,000 to be repaid by Oxygen Investors Limited to the Lenders in
cash; and



The balance in the amount of #225,121.92 shall be satisfied by the issue and
allotment of an aggregate of 2,814,024 Hanover ordinary shares of 1p each,
2,814,024 "A" Warrants and 2,814,024 "B" Warrants. The ordinary shares of 1p
each will be credited as fully paid at 8p per shares.



Taking into account this transaction and the acquisition and interest in certain
gold mining projects announced concurrently the issued share capital of Hanover
is:-



Ordinary Shares of 1p                                      22,771,589


"A" Warrants                                                2,814,024

"B" Warrants                                                8,478,084

"C" Warrants                                                5,664,060



The admission of the new ordinary shares to trading on AIM is expected to take
place on the 17th December 2002.


The rights attached to the warrants may be summarised as follows:



"A" Warrants price is 16p - 3 Year Expiry

"B" Warrants price is 24p - 5 Year Expiry

"C" Warrants price is 20p - 4 Year Expiry



                                     -Ends-



For further information, please contact:



Michael Edelson

Non-Executive Chairman

Hanover Capital plc

Tel: [phone]



Simon Robinson/Ana Ribeiro

Parkgreen Communications Limited

Tel: [phone]


                      This information is provided by RNS
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