Terraco Gold Corp.
TSX VENTURE : TEN

Terraco Gold Corp.
Western Standard Metals Ltd.
TSX VENTURE : WSM

Western Standard Metals Ltd.

January 24, 2011 18:37 ET

Terraco Gold and Western Standard Metals Complete Merger

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Jan. 24, 2011) - Terraco Gold Corp. (TSX VENTURE:TEN) ("Terraco" or the "Company") and Western Standard Metals Ltd. (TSX VENTURE:WSM) ("Western") are pleased to announce the completion of the previously announced plan of arrangement (the "Arrangement") for the merger of Western and Terraco. Effective at 12:01 am on January 25, 2011, Western will become a wholly-owned subsidiary of Terraco.

Shares of Western will be delisted from the TSX Venture Exchange. Terraco's common shares continue to trade on the TSX Venture Exchange under the symbol "TEN".

Under the terms of the Arrangement, Western's shareholders received 0.75 of a Terraco common share in exchange for each Western common share held, and Western warrantholders received 0.50 of a common share purchase warrant of Terraco for each Western warrant held. In accordance with their terms, the outstanding options to purchase Western shares have been adjusted so that, upon exercise, for each Western share that would previously have been issued, the optionholder will receive 0.75 of a common share of Terraco. In addition, the Company welcomes Mr. Zahir Dhanani to its Board of Directors as part of the Arrangement.

In order to receive the Terraco common shares and warrants to which they are entitled, former holders of Western shares and warrants must complete and return to Computershare Investor Services Inc., a letter of transmittal together with the certificates representing their Western shares and Western warrants. For further details, please refer to the Western information circular dated December 17, 2010, which is available on Western's profile on SEDAR at www.sedar.com.

Further details regarding Terraco or Western and the details of the Arrangement can be obtained through www.sedar.com. Full details of the merger of Western and Terraco are disclosed in Terraco's news releases available on SEDAR. A presentation of the combined companies can be accessed at Terraco's website at www.terracogold.com.

About Terraco Gold Corp.

Terraco is a junior exploration company. Its Almaden Project in Idaho is an advanced-stage gold project with upside potential. Terraco's Moonlight Project in Nevada adjoins the Barrick Gold Corp./Midway Gold Corp. Spring Valley joint venture.

No securities regulatory authority has either approved or disapproved of the contents of this news release. This news release is for information purposes only.

Forward-Looking Statements

This release contains "forward-looking statements" which reflect the current expectations of Terraco and Western. These statements reflect managements' current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this release. Although the forward-looking statements contained in this release are based upon what Terraco and Western believe to be reasonable assumptions, the companies cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this release and Terraco and Western do not assume any obligation to update or revise them to reflect new events or circumstances.

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.

Contact Information

  • Terraco Gold Corp.
    Todd Hilditch
    President and CEO
    (604) 443-3831 or Toll free: 1 (877) 792-6688
    (604) 682-3860 (FAX)
    www.terracogold.com