SOURCE: Tara Minerals Corp.

Tara Minerals Corp.

September 13, 2010 02:00 ET

Tara Minerals Reaches Agreement to Acquire Tara Gold Resources for $83 Million

CHICAGO, IL--(Marketwire - September 13, 2010) - Tara Minerals Corp. (OTCBB: TARM) (BERLIN: 6T3) and Tara Gold Resources Corp. (PINKSHEETS: TRGD) (FRANKFURT: T8N) have entered into a tentative agreement for Tara Minerals to acquire all of the common shares of Tara Gold in a transaction valued at approximately US $83 million (the "Transaction"). Pursuant to the definitive agreement, two (2) Tara Gold shares will be exchanged for one (1) Tara Minerals share. The Transaction implies a purchase price of US $0.805 per Tara Gold share, representing a premium of 125% over the closing market price of TRGD as of September 10, 2010. The Transaction has been unanimously approved by the Board of Directors of each of Tara Minerals and Tara Gold. 

Tara Gold currently owns 40,897,440 shares of Tara Minerals, representing approximately US $66 million of the Transaction value. These shares will be cancelled upon closing of the Transaction. In addition to the Tara Minerals shares, Tara Gold also has the following assets.

  • La Currita Mine - La Currita is a past producing gold/silver project which borders the southeast end of Coeur's Guadalupe deposit (producing 7.9 million ounces of silver in 2010) in the south end of the Palmarejo District. A mineralized structure is exposed on surface for about 1 km, with 6 developed levels and samples returning up to 5 g/t gold and 600 g/t silver. La Currita has the potential for a near-term production scenario.

  • Las Minitas - The property lies at the western edge of the Sierra Madre Occidental gold/silver belt where a number of successful gold/silver exploration projects are ongoing. Exploration suggests that a mineralization corridor may exist that covers a minimum 3 km strike length, is 100 m wide and is believed to extend for at least 10 km.

  • 2.5 million shares in NWM Mining Corp. - NWM Mining is a public Canadian mineral exploration company focused on the development of the Lluvia de Oro / La Jojoba gold mine located in Sonora in North West Mexico. To date, the mine has a Proven + Probable Reserves of 384,361 ounces gold. Gold/silver/copper mining operations have begun. Tara may earn an additional 2.5 million shares upon NWM reaching a pre-defined production target. Tara Gold sold the Lluvia de Oro project to NWM.

  • 1.5 million shares in La Camera Mining Inc. - La Camera is a private company that is exploring its Morelos project (adjacent to Goldcorp) in Mexico. La Camera has intercepted mineralization and is working towards defined resources. Senior producers have shown interest in the project.

  • Loan to Tara Minerals - Tara Minerals has debt owing to Tara Gold in the amount of US $1.5 million. This will be cancelled upon closing of the Transaction.

Tara Gold and Tara Minerals management has recommended that their shareholders support the Transaction. The Transaction requires the approval of non-affiliate shareholders owning a majority of the outstanding shares of Tara Minerals and Tara Gold. The Transaction is expected to be completed in 2010. Shareholders with questions on the Transaction may contact the company in the US at (888) 901-4550 or in Germany at 021-53-91-04846.

Mr. Francis Biscan Jr., President of Tara Minerals Corp., commented, "The Transaction delivers significant value to all shareholders through risk diversification and cost-reducing synergies. It also creates a North American producer with significant growth potential."

About Tara Minerals Corp. (OTCBB: TARM) (BERLIN: 6T3)

Tara Minerals Corp. is generating cash from the sale of Silver, Zinc, and Lead concentrate from its Don Roman mine and mill, located in Choix, Mexico. Management is focused on creating long-term shareholder value as this capital is deployed to increase throughput, enhance resources, further outline new discoveries/targets, and acquire additional strategic assets. Tara's strength in recognizing value early and strategy of reducing risk through a foundation of cash flow, positions it for low-risk value creation.

About Tara Gold Resources Corp. (PINKSHEETS: TRGD) (FRANKFURT: T8N)

Since its inception, Tara Gold has been focused on assembling a pipeline of high-quality precious and non-precious metals projects with potential for economic commercial value. To date, it has added value and profitably sold the San Miguel silver/gold project, and the Lluvia de Oro gold/silver/copper project. Tara Gold currently holds equity positions in La Camera Mining Inc. (a private mining company), NWM Mining Corporation (a public mining company going into production) and a majority position (40.9 million shares) in Tara Minerals Corp. (currently producing silver/zinc/lead and residual gold). Tara Gold also continues to hold several prospective projects, including a past gold/silver producer.

Websites: www.TaraMinerals.com, www.TaraGoldResources.com
IR Contact: David Barefoot - US (888) 901-4550, Germany 021-53-91-0486

Statements in this document regarding the Transaction, the expected timetable for completing the Transaction, benefits and synergies of the Transaction, future opportunities for the combined company, expectations regarding the value and benefits of the Transaction and any other statements about Tara Minerals or Tara Gold managements' future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," estimates and similar expressions) should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: the ability of the parties to consummate the Transaction and satisfy the conditions thereunder; the ability to obtain, and the timing of, the necessary exchange, regulatory and shareholder or stockholder approvals for the Transaction; the impact of any actions taken by any other party to complicate, delay or prevent the Transaction; the ability to realize the anticipated synergies and benefits from the Transaction and the combined company; and the other factors described in Tara Minerals' Annual Report and Annual Information Form on Form 10-K for the year ended December 31, 2009 and its most recent quarterly reports filed with the SEC available on www.sec.gov and Tara Gold's filings with the SEC available on www.sec.gov. Except as required by applicable law, each of Tara Minerals and Tara Gold disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained herein which are not historical are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control with respect to market acceptance of new technologies or products, delays in testing and evaluation of products, and other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission.

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