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Terra Nova Financial Group, Inc. Announces Preliminary Earnings

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CHICAGO, IL--(Marketwire - August 13, 2009) - Terra Nova Financial Group, Inc. (OTCBB: TNFG),
a specialized financial services firm that through its subsidiaries
provides brokerage services and trading technologies for professional
traders, hedge funds and money managers, today announced preliminary
unaudited financial performance metrics for the three and six months ended
June 30, 2009.

Selected Results and Discussion

-- Consolidated revenue was $7.5 million for the three months ended June
30, 2009 versus $8.5 million for the same period in 2008. The $1.0
million decrease in revenue was largely influenced by the following
factors:

-- Commissions and fees declined by $330,000 to $6.8 million for the
three months ended June 30, 2009, compared to the same period in
2008. We believe the Company's focus on improving margins at the
client level contributed to some of the decline in trading volume, as
did the impact of market drivers. Trade activity stabilized during
the quarter ended June 30, 2009, but at lower levels, impacting
revenue by $1.4 million. Due to an increased focus on account level
gross margins, commissions per trade improved 26% to $6.26,
offsetting some of the reduction in volume by $1.1 million.

-- Net interest income declined by $746,000 to $440,000 for the three
months ended June 30, 2009, compared to same period in 2008. The
decline was primarily attributable to a drop in the federal funds
rate -- the base rate from which the Company earns interest on its
bank deposits and margin loans. Additionally, client margin balances
are down more than 67% as of June 30, 2009 compared to the same
period in 2008.

-- Software fees from Tradient platform subscriptions were $230,000 for
the three months ended June 30, 2009, compared to $193,000 for the
same period last year -- a 19% increase that can be attributed to a
decline in the number of clients qualifying for rebates. The number
of Tradient platform users declined to 2,109 as of June 30, 2009 from
2,665 as of June 30, 2008. The decline of 556 users is primarily due
to a single relationship that was terminated in January 2009.

-- Overall trade activity was lower during the three months ended June 30,
2009 compared to the same period in 2008. DARTs (daily average revenue
trades) were 17,229 for the three months ended June 30, 2009 compared to
22,373 for the same period in 2008. The majority of this decline is
attributable to the decline in the number of users related to a single
relationship that was terminated in January 2009. Shares and contracts
traded during the second quarter ending June 30, 2009 totaled 1.7
billion compared to 2.0 billion in the same period last year. The level
of trading activity was fairly consistent during the second quarter
2009.

-- Commission gross profit margin (commissions and fees less cost of sales)
increased 8.4% to 50.6% for the three months ended June 30, 2009,
compared to the same period in 2008. The margin improvement was
primarily driven by a shift in the mix of trades allocated through each
of the trading platforms the Company offers, with more trades being
executed through the Company's lower cost proprietary platforms and
other lower cost third party platforms. 48% of trades were executed
through these lower cost platforms in the three months ended June 30,
2009, compared to 32% for the same period in 2008.

-- Adjusted EBITDA was $245,000 for the three months ended June 30, 2009
compared to $1.3 million for the same period in 2008.

-- Net loss per share was $0.01 for the three months ended June 30, 2009
compared to net income per share of $0.02 for the same period in 2008.

-- The Company increased its reserve as of June 30, 2009 for a potential
fine related to a pending regulatory matter with FINRA involving
allegations relating to the Company's past practices for soft dollar
accounts. The Company has previously made a written response to the
FINRA allegations which are primarily based on events that occurred in
2004 and 2005. The Company continues to seek a reasonable negotiated
settlement.

"The environment in which we operate remains very challenging," said
Michael Nolan, President and CEO. "Low interest rates, weak client
appetite for leverage and increased regulatory oversight all pose tests on
business momentum in this industry at this time. Our strategy has been to
remain focused on the operating initiatives that we can control, like
strategic relationships, customer level margins and capital allocation.
By doing so, our commission revenue margin has increased year over year and
remained above the 50% level, which positions us well for a turnaround in
economic conditions."

Stock Repurchase Authorization

The Company repurchased a total of 428,434 shares of common stock at a cost
of $272,056 during the three months ended June 30, 2009.

Brokerage Services Segment

Second quarter 2009 highlights

-- Brokerage revenue of $7.3 million for the three months ended June 30,
2009 -- a decline of 13% compared to the same period in 2008 --
predominately attributable to a decline of $800,000 in net interest income
versus same period last year due to lower federal funds rates and customer
margin balances. Commissions and fees declined $330,000 due to lower
trading volume offset by an increase in average price per trade.
-- Pre-tax net income of $752,000 for the three months ended June 30,
2009 -- relatively flat compared to the same period last year.
-- Adjusted EBITDA of $1.1 million for the three months ended June 30,
2009 -- relatively flat compared to the same period last year.

Software Services Segment

Second quarter 2009 highlights

-- Revenue of $230,000 for the three months ended June 30, 2009 -- an
increase of 19% compared to the same period in 2008. The increase is due to
a decline in the number of clients qualifying for rebates.
-- Pre-tax net loss of $104,000 for the three months ended June 30, 2009,
compared to net income of $401,000 in the same period in 2008. The large
shift in performance is due to $320,000 of development expense being
capitalized in the three months ending June 30, 2008 versus $114,000 in the
same period 2009. The remaining difference is due to increased headcount
in the development group.
-- Adjusted EBITDA of ($27,000) for the three months ended June 30, 2009
compared to $485,000 for the same period in 2008.
-- The number of Tradient platform users declined to 2,109 as of June 30,
2009 from 2,665 as of June 30, 2008. The decline of 556 users is primarily
due to a single relationship that was terminated in January 2009.

Unallocated Expenses

-- Unallocated expenses increased from $495,000 in the quarter ending
June 30, 2008 to $998,000 in the quarter ending June 30, 2009. The
increase relates to $500,000 of legacy payables that were written off in
the second quarter of 2008.

SEGMENT REPORTING and CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -
Preliminary Unaudited

TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

Three Months Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
2009 2008 2009 2008
------------ ------------ ------------ ------------
REVENUES
Commissions and
fees $ 6,796,628 $ 7,122,860 $ 13,472,764 $ 15,291,616

Interest income 440,307 1,400,545 860,583 3,471,429
Interest expense on
brokerage accounts - 213,686 - 822,429
------------ ------------ ------------ ------------
Net interest
income 440,307 1,186,859 860,583 2,649,000

Software fees, net 229,682 193,333 487,201 352,336
Other revenue 63,084 42,482 107,358 196,487
------------ ------------ ------------ ------------

Net revenues 7,529,701 8,545,534 14,927,906 18,489,439

EXPENSES
Commissions and
clearing 2,387,600 2,863,605 5,088,258 5,779,003
Compensation and
benefits 2,140,300 2,015,573 4,400,677 4,809,325
Software and market
data 860,240 1,599,970 1,753,641 3,250,110
Advertising and
promotional 207,111 148,196 294,340 255,185
Professional fees 692,314 515,080 1,379,235 1,311,931
Communications and
information
technology 227,275 191,523 466,465 448,094
Depreciation and
amortization 568,987 568,368 1,132,255 1,125,931
Other general and
administrative
expenses 796,260 (36,129) 1,303,230 430,385
------------ ------------ ------------ ------------

Total expenses 7,880,087 7,866,186 15,818,101 17,409,964
------------ ------------ ------------ ------------

Income (loss)
before income
taxes (350,386) 679,348 (890,195) 1,079,475

Income tax benefit
(provision) 135,000 (280,118) 345,000 (508,118)
------------ ------------ ------------ ------------

Net income (loss) (215,386) 399,230 (545,195) 571,357
------------ ------------ ------------ ------------

Dividends on
preferred stock - (2,538) - (20,113)
------------ ------------ ------------ ------------

Net income (loss)
attributable to
common
shareholders $ (215,386) $ 396,692 $ (545,195) $ 551,244
============ ============ ============ ============

Net income (loss)
per common share:
Basic $ (0.01) $ 0.02 $ (0.02) $ 0.02
============ ============ ============ ============
Diluted $ (0.01) $ 0.02 $ (0.02) $ 0.02
============ ============ ============ ============

Weighted average
common shares
outstanding:
Basic 25,453,124 26,037,661 25,467,950 26,223,876
============ ============ ============ ============
Diluted 25,453,124 26,037,661 25,467,950 26,223,876
============ ============ ============ ============

TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

June 30, December 31,
2009 2008
------------- -------------
ASSETS
Cash and cash equivalents $ 9,193,572 $ 7,889,553
Cash segregated in compliance with federal
regulations 120,190,318 141,159,364
Receivables from brokers, dealers and
clearing organizations 18,611,294 13,568,459
Receivables from customers and non-customers,
net 8,850,339 4,858,360
Property and equipment, net 1,253,991 1,221,066
Capitalized software development costs, net 1,913,053 2,060,015
Intangible assets, net 3,426,439 4,111,514
Income tax receivables 716,264 1,446,264
Goodwill 7,501,408 7,501,408
Deferred income taxes, net 2,129,761 1,784,761
Other assets 1,131,810 1,346,764
------------- -------------
Total assets $ 174,918,249 $ 186,947,528
============= =============

LIABILITIES AND SHAREHOLDERS' EQUITY

Payables to brokers, dealers and clearing
organizations $ 811,995 $ 913,621
Payables to customers and non-customers 140,724,283 151,970,566
Accounts payable and accrued expenses 2,605,058 2,525,692
------------- -------------
Total liabilities 144,141,336 155,409,879

Commitments and contingencies

Shareholders' equity
Preferred stock - $10 par value; 5,000,000
shares authorized; (none issued) - -
Common stock; $0.01 par value; 150,000,000
shares authorized; 25,482,942 shares
issued and 25,054,508 shares outstanding at
June 30, 2009 and 25,482,942 shares issued and
outstanding at December 31, 2008 254,829 254,829
Treasury stock, at cost; 428,434 shares at
June 30, 2009 and no shares at
December 31, 2008 (272,056) -
Additional paid-in capital 52,061,933 52,005,418
Accumulated deficit (21,267,793) (20,722,598)
------------- -------------
Total shareholders' equity 30,776,913 31,537,649
------------- -------------
Total liabilities and shareholders'
equity $ 174,918,249 $ 186,947,528
============= =============

In addition to reporting financial results in accordance with generally
accepted accounting principles in the United States, or GAAP, the Company
uses the measure of Adjusted EBITDA (earnings before interest, taxes,
depreciation and amortization and other non-cash items). This measure is
not in accordance with or an alternative for GAAP, and should not be
considered more meaningful than amounts determined in accordance with GAAP,
and may be different from measures used by other companies. Adjusted
EBITDA eliminates certain items of expenses and losses. The Company's
management believes that this statistic can help in the assessment and
evaluation of the relative strength of the Company's operating performance
and is intended to assist investors in evaluating the current operating and
financial performance of the Company's core business. The Company's
management uses these measures internally for reviewing its financial
results and for business planning. The Company discloses this information
externally along with a reconciliation of their most directly comparable
GAAP amounts, to provide access to the detail and general nature of
adjustments made to GAAP financial results.

Below are Terra Nova's preliminary unaudited Segment & Total Adjusted
EBITDA reconciliations for the three and six months ended June 30, 2009 and
2008.

TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES
Reconciliation of Non-GAAP Adjustments - Unaudited

Three Months Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
2009 2008 2009 2008
------------ ------------ ------------ ------------
REVENUES
Commissions and
fees $ 6,796,628 $ 7,122,860 $ 13,472,764 $ 15,291,616
Net interest income 440,307 1,186,859 860,583 2,649,000
Software fees, net 229,682 193,333 487,201 352,336
Other revenue 63,084 42,482 107,358 196,487
------------ ------------ ------------ ------------
Net revenues 7,529,701 8,545,534 14,927,906 18,489,439

Cost of sales 3,360,248 4,114,822 6,715,198 8,465,661
Gross profit 4,169,453 4,430,712 8,212,708 10,023,778
Operating expenses 4,519,839 3,751,364 9,102,903 8,944,303
------------ ------------ ------------ ------------

Income (loss)
before income
taxes (350,386) 679,348 (890,195) 1,079,475

Income tax benefit
(provision) 135,000 (280,118) 345,000 (508,118)
------------ ------------ ------------ ------------

Net income (loss) (215,386) 399,230 (545,195) 571,357

Adjustments:
Depreciation and
amortization 568,987 568,368 1,132,255 1,125,931
Stock-based
compensation 26,350 28,322 56,515 70,806
Income tax
(benefit)
provision (135,000) 280,118 (345,000) 508,118
------------ ------------ ------------ ------------

Total Adjusted
EBITDA $ 244,951 $ 1,276,038 $ 298,575 $ 2,276,212
============ ============ ============ ============

Commissions gross
profit $ 3,436,380 $ 3,008,038 $ 6,757,566 $ 6,825,955
Commissions gross
profit margin 50.6% 42.2% 50.2% 44.6%

TERRA NOVA FINANCIAL GROUP, INC. AND SUBSIDIARIES
Segment reconciliation of Non-GAAP Adjustments - Unaudited

Three Months Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
2009 2008 2009 2008
------------ ------------ ------------ ------------
Brokerage Services
Segment
Total revenues $ 7,300,019 $ 8,352,201 $ 14,440,705 $ 18,137,103
Total expenses (6,548,422) (7,578,781) (13,362,066) (16,268,514)
------------ ------------ ------------ ------------
Income before
income taxes 751,597 773,420 1,078,639 1,868,589
Net income 751,597 773,420 1,078,639 1,868,589

ADJUSTMENTS:
Depreciation and
amortization 394,097 385,903 784,105 770,720
------------ ------------ ------------ ------------
Total Adjusted
EBITDA $ 1,145,694 $ 1,159,323 $ 1,862,744 $ 2,639,309

Three Months Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
Software Services
Segment 2009 2008 2009 2008
------------ ------------ ------------ ------------
Total revenues $ 491,552 $ 747,944 $ 1,059,907 $ 1,303,666
Elimination of
intercompany
charges (261,870) (554,611) (572,706) (951,330)
Total expenses (333,336) 207,462 (667,909) (254,982)
------------ ------------ ------------ ------------
Income (loss)
before income
taxes (103,654) 400,795 (180,708) 97,354
Net income (loss) (103,654) 400,795 (180,708) 97,354

ADJUSTMENTS:
Depreciation and
amortization 76,889 84,498 151,956 157,853
------------ ------------ ------------ ------------
Total Adjusted
EBITDA $ (26,765) $ 485,293 $ (28,752) $ 255,207
============ ============ ============ ============

Total Adjusted
EBITDA for
Segments: $ 1,118,929 $ 1,644,616 $ 1,833,992 $ 2,894,516

Three Months Ended June 30, Six Months Ended June 30,
-------------------------- --------------------------
Unallocated
expenses 2009 2008 2009 2008
------------ ------------ ------------ ------------
Total revenues $ - $ - $ - $ -
Total expenses (998,329) (494,867) (1,788,126) (886,468)
------------ ------------ ------------ ------------
Loss before income
taxes (998,329) (494,867) (1,788,126) (886,468)
Income tax
benefit
(provision) 135,000 (280,118) 345,000 (508,118)
------------ ------------ ------------ ------------
Net loss (863,329) (774,985) (1,443,126) (1,394,586)

ADJUSTMENTS:
Depreciation and
amortization 98,001 97,967 196,194 197,358
Stock-based
compensation 26,350 28,322 56,515 70,806
Income tax (benefit)
provision (135,000) 280,118 (345,000) 508,118
------------ ------------ ------------ ------------
Total Adjusted
EBITDA for
Unallocated
expenses: $ (873,978) $ (368,578) $ (1,535,417) $ (618,304)
============ ============ ============ ============

Total Adjusted
EBITDA $ 244,951 $ 1,276,038 $ 298,575 $ 2,276,212
============ ============ ============ ============


About Terra Nova Financial Group, Inc.

Terra Nova Financial Group, Inc. is a holding company of businesses
providing a range of products and services to the professional trading
community. The Company has three primary subsidiaries: Terra Nova Financial, LLC, a broker-dealer
registered with the Securities and Exchange Commission and a member of
Financial Industry Regulatory Authority provides execution, clearing and
prime brokerage services to professional traders, hedge funds and money
managers. Tradient Technologies,
Inc.
, a financial technology development business provides proprietary
applications for electronic trade execution, order routing and clearing. SC
QuantNova Research SRL, based in Bucharest, Romania, provides software
development, architecture and engineering for Tradient and back office
clearing systems. Terra Nova Financial Group, Inc. trades under the stock
symbol "TNFG" and is listed on the OTC Bulletin Board.

Terra Nova Financial, LLC ("Terra Nova")
is a specialized financial services firm focused on supporting trading
professionals. Professional traders, hedge funds
and money
managers
come to Terra Nova for value in execution, clearing and prime brokerage
services. This recognition originated with the firm's role (from 1996 to
1998) as the sponsoring broker-dealer for the innovative Archipelago ECN
(now part of the NYSE Euronext). Terra Nova empowers self-directed clients
to trade, analyze, strategize and report through a portfolio of advanced
technology tools. Terra Nova was founded in 1994 and is headquartered in
Chicago, Illinois with a sales presence in New York, New York. Primary
sources of revenue for Terra Nova include commissions, account fees and
interest.

Terra Nova is a member of Financial Industry Regulatory Authority
("FINRA"), Securities Investor Protection Corporation ("SIPC"), National
Futures Association ("NFA"), The Depository Trust Company ("DTCC"),
National Securities Clearing Corporation ("NSCC") and The Options Clearing
Corporation ("OCC") along with the following exchanges: International
Securities Exchange, Boston Options Exchange, Chicago Stock Exchange,
National Stock Exchange, NYSE Arca Options, NYSE Arca Equities, NYSE
Alternext US, NYSE Euronext, NASDAQ OMX Group Inc., NASDAQ OMX PHLX, and
CBOE Stock Exchange.

Tradient Technologies, Inc. ("Tradient") operates the Company's proprietary
technology development activities, building applications for electronic
trade execution, order routing and clearing. Tradient
platforms
are shaped by what we believe are the foremost needs of
professional traders, hedge funds and registered investment advisors --
efficiency, consistency and value -- using a swift, targeted innovation and
development process. Tradient is located in Chicago, Illinois. Primary
sources of revenue for Tradient include software licensing and routing
fees.

Tradient offers three trading platforms. Tradient's flagship product,
Tradient Pro, is a fully customizable Level II trading platform that
efficiently executes sophisticated equity and options trading strategies.
Tradient Plus is a customizable trading platform designed for ease of use
that economically offers essential equity and options trading features.
Tradient Web is a browser-based trading system providing anytime, anywhere
access to quotes, research, charting tools and other resources to help
traders trade the market online.

Forward-looking statements

Certain statements in this release may constitute "forward-looking"
statements as defined in Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934, and other laws and regulations.
Such forward-looking statements involve known and unknown risks and other
important factors that could cause the actual results or performance of the
company to differ materially from any future results expressed or implied
by such forward-looking statements. Forward-looking statements can be
identified by, among other things, the use of forward-looking language,
such as the words "plan," "believe," "expect," "anticipate," "intend,"
"project," or other similar words, or the negative of these terms or
comparable language, or by discussion of strategy or intentions. This
cautionary statement is being made pursuant to applicable securities laws
with the intention of obtaining the benefits of the "safe harbor"
provisions of such laws. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees or
indicative of future performance. Important assumptions and other important
factors that could cause actual results to differ materially from those
forward-looking statements with respect to the Company, include, but are
not limited to, risks and uncertainties that are described in the Annual
Report on Form
10-K for the year ended December 31, 2008 and in other securities filings
by the Company with the SEC. Except as required by law, the Company assumes
no obligation to update or revise any forward-looking statements in this
press release, whether as a result of new information, future events, or
otherwise.

 

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