Teras Resources Inc.

Teras Resources Inc.

February 04, 2010 08:30 ET

Teras Closes $1,500,000 Subscription Receipt Financing

CALGARY, ALBERTA--(Marketwire - Feb. 4, 2010) - Teras Resources Inc. ("Teras" or the "Company") (TSX VENTURE:TRA): Further to a press release dated November 30, 2009, Peter Leger, President and Chief Executive Officer of Teras is pleased to announce that Teras has closed the previously announced non-brokered private placement (the "Private Placement") of 7,500,000 subscription receipts (each a "Subscription Receipt") at a price of $0.20 per Subscription Receipt for gross proceeds of $1,500,000. The closing of the Private Placement is subject to certain delivery against payment exchanges and is subject to final TSX Venture Exchange approval. Each Subscription Receipt is convertible, without additional consideration, into a unit (a "Unit") in the capital of the Corporation, upon the execution of a binding agreement (the "Binding Agreement") providing Teras with an option (the "Option") to purchase an interest in certain mining properties. The proceeds of the Private Placement will be used to develop the properties forming part of the Option. If the Binding Agreement is not executed by February 5, 2010, or 30 days after such date, if agreed to by Teras and the owner of the properties, the proceeds of the Subscription Receipts will be returned to the subscribers. Each Unit consists of one common share (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant is exercisable into one Common Share at a price of $0.33 per share for two years from the date of issuance of the Subscription Receipts. 

Upon the conversion of the Subscription Receipts, finder's fees of $112,000 and 200,000 finder's warrants (the "Finder's Warrants") will be paid to finders in connection with the Private Placement. Of the $112,000 finder's fee amount, $9,600 will be paid by the issuance of 48,000 common shares of Teras at a deemed issuance price of $0.20 per share. Each Finder's Warrant is exercisable into one Common Share at an exercise price of $0.20 per share for a period of 12 months from the closing date. 

About Teras

Teras' vision is to acquire and advance properties with established technical merit. Teras' exploration work will be focused on detailed diamond drilling programs with the goal of proving resources with an NI 43-101 compliant resource report.

This press release may contain "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to, the actual results of exploration projects being equivalent to or better than estimated results in technical reports or prior exploration results, future costs and expenses being based on historical costs and expenses, adjusted for inflation and the successful negotiation and execution of the Binding Agreement. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the early stage development of the Company and its projects; general business, economic, competitive, political and social uncertainties; commodity prices; the actual results of current exploration and development or operational activities; competition; changes in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting the Company; timing and availability of external financing on acceptable terms; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. Teras does not undertake to update any forward-looking information, except in accordance with applicable securities laws. 

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 of accuracy of this news release.

Contact Information

  • Teras Resources Inc.
    Peter Leger
    (403) 852-0644
    Stirling Investor Relations
    Sam Grier
    (403) 229-2115
    (403) 802-0766 (FAX)