Teras Resources Inc.

Teras Resources Inc.

February 11, 2010 15:52 ET

Teras Announces Signing of Earn-In Agreement

CALGARY, ALBERTA--(Marketwire - Feb. 11, 2010) - Teras Resources Inc. ("Teras" or the "Company") (TSX VENTURE:TRA): Further to press releases dated October 8, 2009 and February 8, 2010, respectively, Peter Leger, President and Chief Executive Officer of Teras, is pleased to announce that Teras has entered into an earn-in agreement (the "Earn-In Agreement") with Consolidated Goldfields Corporation ("Consolidated"), providing Teras with the exclusive option to earn a 65% undivided interest in certain properties with historical gold deposits (the "Properties") in Imperial County, California. Pursuant to the terms of the Earn-In Agreement and subject to certain conditions being met in accordance with the Earn-In Agreement, Teras will issue 4,000,000 common shares to Consolidated and will deliver to Consolidated US$1,000,000 to be put into an account (the "Account") for the exclusive use of exploration, development and maintenance expenditures on the Properties. In addition, in order to exercise the option and earn its 65% interest in the Properties, Teras must issue an additional 10,300,000 common shares to Consolidated and put an additional US$800,000 into the Account at certain dates over the next two years. The exercise of the option by the issuance of the additional common shares and the additional expenditure payment is at the sole discretion of Teras. If the option is not exercised, Teras will lose its interest in the Properties. The obligations of Teras to consummate the transaction contemplated by the Earn-In Agreement are subject to certain conditions, including approval of the transaction from the TSX Venture Exchange. Teras expects that it will issue a further news release disclosing certain scientific and technical mining information relating to the Properties, shortly.

In accordance with the terms of a subscription receipt financing previously completed by the Teras and announced on February 4, 2010, the subscription receipts issued under the Financing converted into units of Teras. Each unit consists of one common share and one common share purchase 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. A total of 7,500,000 units were issued on the conversion of the subscription receipts.

Finder's fees of $103,360 and 200,000 finder's warrants will also be paid to finders in connection with the financing. Of the $103,360 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 of the financing.

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 approval of Earn-In Agreement by the TSX Venture Exchange. 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)