Terreno Resources Corp. Enters Into Letter of Intent With Crown Life Canada Ltd. for a Reverse Takeover Transaction

TORONTO, ONTARIO--(Marketwired - April 24, 2015) - Terreno Resources Corp. ("Terreno" or the "Corporation") (TSX VENTURE:TNO) is pleased to announce that it has entered into a non-binding letter of intent with Crown Life Canada Ltd. ("Crown"), an arm's length private company, dated April 24, 2015 (the "Letter of Intent"), for a business combination between the Corporation and Crown (the "Proposed Transaction"), pursuant to a share exchange, amalgamation, plan of arrangement or such other comparable form of transaction as determined by the Corporation and Crown following a review of all relevant tax, corporate and securities law considerations.

The Proposed Transaction will constitute a reverse take-over of the Corporation under the policies of the TSX Venture Exchange ("TSX-V").

Proposed Transaction

Pursuant to the terms of the Letter of Intent, and subject to: (i) regulatory, shareholder, director and other approvals as may be required; (ii) the completion of satisfactory due diligence by both parties; (iii) the closing of the Financing (as defined below); (iv) the determination of the structure of the Proposed Transaction, and (v) other conditions contained in the Letter of Intent, the parties have agreed to negotiate and enter into a definitive agreement (the "Definitive Agreement") on or before May 31, 2015 (the "Termination Date"). Pursuant to the Definitive Agreement and the Proposed Transaction, Crown shareholders will become shareholders of the Corporation. However, there is no assurance that the parties will successfully negotiate or enter into the Definitive Agreement.

Terreno currently has 6,984,580 common shares issued and outstanding and, a total of 481,000 Terreno Shares are reserved for issuance under management stock options, agent stock options and warrants as of the date hereof. The Corporation intends to complete a consolidation of its common shares on a 4.8 for 1 basis which will result in there being approximately 1,455,121 common shares of Terreno issued and outstanding after the consolidation.

Crown currently has 222,731,881 common shares outstanding and warrants which are exercisable into 130,000 common shares of Crown. The Corporation intends to complete a consolidation of its common shares on a 4.8 for 1 basis which will result in there being approximately 44,546,276 common shares issued and outstanding after the consolidation. The Corporation's outstanding warrants will also be consolidated on a 5 for 1 basis.

On completion of the Proposed Transaction, shareholders of Crown will receive 1 common share of Terreno for every common share of Crown.

The final board of directors and management team of the Resulting Issuer have not yet been finalized. Terreno will issue a further press release when the composition of the board and management team of the Resulting Issuer is determined.

The Proposed Transaction is an Arm's Length transaction within the meaning of the policies of the TSX-V. Walter and Lorraine Fusco, residents of the Province of Ontario, together have a controlling interest in Crown and it is expected they will continue to have a controlling interest in the Resulting Issuer if the Proposed Transaction is completed.

If the Proposed Transaction is completed, Crown intends for the Resulting Issuer to be listed as a Tier I Investment issuer.

Unless all of the conditions precedent contained in the Letter of Intent are satisfied or waived before the Termination Date, the Letter of Intent will automatically terminate without further notice from the parties. Further, the Letter of Intent may be terminated by written consent of both Terreno and Crown at any time. There is no assurance that the transaction contemplated by the Letter of Intent will be completed or the conditions precedent satisfied in the Letter of Intent on or before the Termination Date.

Proposed Financing

The Proposed Transaction is also subject to Crown completing a private placement financing (the "Financing"), raising in the aggregate not less than $3,500,000 and up to $5,000,000, on terms and conditions to be mutually agreed by both parties. Terreno will issue a press release once further details regarding the Financing have been determined.

Sponsorship

Sponsorship of a reverse take-over is required by the TSX-V unless an exemption is granted in accordance with TSX-V policies. Terreno intends to apply for an exemption from the sponsorship requirements; however, there is no assurance that Terreno will obtain the exemption. Terreno intends to include any additional information regarding sponsorship in a subsequent press release.

Crown Life Canada Ltd.

Crown Life Canada, a Canadian private Ontario company with corporate head offices in Mississauga, Ontario, is in the business of purchasing and holding senior life settlements until maturity. Crown acquires life insurance policies at a discount from face value from persons who no longer need or want their life insurance policy. Crown is focused solely on the US senior life settlement market and has a portfolio of approximately $110 million in face value of life insurance policies. The purchase and servicing of Crown's life settlement portfolio has, to date, been entirely financed through debt financing. Crown is continuing to evaluate several life settlement portfolio acquisition opportunities with a view of continuing to grow its business.

Cautionary Note

Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, completion of the Financing, acceptance by the TSV-V and any other necessary regulatory approvals, and approval by the shareholders of Crown. Where applicable, the Proposed Transaction cannot close until, among other things, the required TSX-V and Crown shareholder approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Forward-Looking Statements

Certain information set forth in this press release may contain "forward-looking statements" or "forward-looking information" under applicable securities laws. Except for statements of historical fact, certain information contained herein may constitute forward-looking statements. Any such forward-looking statements may be identified by words such as "will", "expects", "anticipates", "believes", "projects", "plans" and similar expressions. Any such statements are not guarantees of future performance and undue reliance should not be placed on them. Any such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Terreno's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. There can be no assurance that any such forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Terreno undertakes no obligation to update any such forward-looking statements if circumstances or management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on any such forward-looking statements.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the 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.

The securities described in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. person absent an available exemption from the registration requirements of such Act.