SOURCE: Terrace Ventures Inc

April 27, 2011 19:42 ET

Terrace Ventures Signs Agreement

BLAINE, WA--(Marketwire - Apr 27, 2011) - (OTCBB: TVER)Terrace Ventures Inc. (the "Company") announced today that it has entered into an agreement (the "Earn-In Agreement") with Pengram Corporation (PNGM) to acquire up to 75% interest in Pengram's Golden Snow Property in Eureka County, Nevada. Pengram holds the property under an agreement dated March 31, 2011 with Scoonover Exploration LLC and JR Exploration LLC (the "Underlying Agreement").

Under the terms of the Earn-In Agreement, the Company will earn up to a 75% interest in the Underlying Agreement by paying to Pengram up to $175,000 and expending up to $1,750,000 to do exploration work on the Golden Snow Property as follows:

  • The first 25% interest in the Underlying Agreement upon the Company:

    • paying Pengram $25,000 by way of Promissory Note due 45 days from the date of the Earn-In Agreement;

    • completing exploration expenditures on the Property totalling $250,000 by July 31, 2012.

  • An additional 25% interest in the Underlying Agreement upon the Company:

    • paying Pengram $50,000 on or before May 31, 2013;

    • completing exploration expenditures on the Property totalling $500,000 by July 31, 2013.

  • An additional 25% interest in the Underlying Agreement upon the Company:

    • paying Pengram $100,000 on or before May 31, 2014;

    • completing exploration expenditures on the Property totalling $1,000,000 by July 31, 2014.

The Company is also obligated to pay all advance royalties, county and BLM claim fees and Nevada state taxes during the currency of the Earn-In Agreement.

Golden Snow is located in Eureka County, Nevada and is situated near several existing gold mines. Eight miles north of the Golden Snow Project is the East Archimedes Gold Mine where Barrick Gold Corporation is currently mining a Carlin-type sediment hosted gold deposit (677,000 ounces mined, 1.1 million ounces resource/reserve, as reported by the Geological Society of Nevada 2006 Special Publication #43). It is also contiguous to the southern end of Staccato Gold's South Eureka property, where Staccato has identified several mineralized areas and has defined a gold resource estimate at the Lookout Mountain deposit. Immediately north of the Golden Snow Property is Timberline Resources Lookout Mountain property. Timberline is conducting an aggressive drill program on its property and has recently published a resource estimate.

Substantial exploration has been conducted on the Golden Snow property including geologic mapping, 932 soil samples and detailed ground-based gravity geophysical surveys. Based on this work, several distinct target zones have been outlined and it is interpreted that the Ratto Ridge Fault zone, which controls the mineralization on the South Eureka property, continues south onto the Golden Snow property. These target areas are well located and the property is drill ready.

Subject to completion of financing, the Company intends to conduct an aggressive program of exploration on the property, including diamond drilling to determine if the surrounding identified ore bodies extend into the Golden Snow Property.

In order to fund exploration programs, the Company has approved two concurrent private placements as follows:

U.S. Private Placement

The Company's Board of Directors approved a private placement offering of up to 2,500,000 shares of the Company's common stock at a price of $0.10 US per share. The offering will be made in the United States to persons who are accredited investors as defined in Regulation D of the Securities Act of 1933.

Foreign Private Placement

The Company's Board of Directors also approved a concurrent private placement offering of up to 2,500,000 shares of the Company's common stock at a price of $0.10 US per share to persons who are not "U.S. Persons" as defined in Regulation S of the Securities Act of 1933.

The proceeds of the U.S. Private Placement and the Foreign Private Placement offerings will be used to retire corporate indebtedness, complete work on the Company's mineral properties and for general corporate purposes. Under the terms of the private placements, the Company will agree to register for re-sale of the shares issued under the private placements within six months of the closing of the private placements.

There is no assurance that the U.S. Private Placement or the Foreign Private Placement offerings or any part of them will be completed.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

Forward-Looking Statements

This document may include statements that constitute "forward-looking" statements, usually containing the words "believe," "estimate," "project," "expect," or similar expressions. Forward-looking statements inherently involve risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, the Company's limited operating history, future trends in mineral prices, the availability of capital, geological or mechanical difficulties affecting the Company's planned geological work programs, and uncertainties surrounding estimates of mineralized material. In particular, there is no assurance that the results of the Company's exploration programs will result in a discovery of a commercial quantity of ore or that the private placements approved will be completed. The Company will require significant financing in addition to the proposed private placements in order to earn its interest in the Golden Snow Property. There is no assurance that such financing will be available. The Company undertakes no obligation to update the forward-lookingstatements in this document.

Investors are advised to carefully review the reports and documents that we file from time to time with the SEC, particularly our Annual and Quarterly Reports.

Contact Information

  • Contact:

    For more information contact:

    Howard Thomson
    Terrace Ventures Inc.
    Tel: (360) 220-5218