Terraco Gold Corp.

Terraco Gold Corp.
Western Standard Metals Ltd.

Western Standard Metals Ltd.

November 01, 2010 15:48 ET

Terraco Gold to Acquire Western Standard Metals

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 1, 2010) - Terraco Gold Corp. (TSX VENTURE:TEN) ("Terraco" or the "Company") and Western Standard Metals Ltd. (TSX VENTURE:WSM) ("Western") are pleased to announce that the companies have entered into a binding letter agreement dated October 29, 2010 (the "Letter Agreement"), providing for Terraco to acquire all of the outstanding securities of Western in an all-share transaction, by way of a plan of arrangement.

Under the plan of arrangement, Western shareholders will receive 0.75 common shares of Terraco for each Western common share held. The outstanding Western warrants will be adjusted so that, upon exercise subsequent to completion of the transaction, for each Western share that would previously have been issued, the warrantholder will receive 0.50 of a common share of Terraco. In accordance with their terms, the outstanding options to purchase Western shares will be adjusted so that, upon exercise subsequent to completion of the transaction, for each Western share that would previously have been issued, the optionholder will receive 0.75 of a common share of Terraco. Based on the currently issued and outstanding common shares of Western, Terraco will issue approximately 38.41 million common shares to acquire all of the currently outstanding Western common shares and approximately 22.75 million Terraco warrants and options to acquire all of the currently outstanding Western warrants and options. As a result, Western shareholders will hold approximately 40% of the combined entity. The post-merger issued and outstanding common shares of Terraco will be approximately 102.43 million. The transaction has been approved and recommended by the Board of Directors of each company.

The transaction is to be effected pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia), which will require approval of at least 66â…”% of the votes cast by securityholders of Western at a securityholders' meeting, expected to be held in January, 2010 (the "Meeting"), with the transaction closing shortly thereafter. Completion of the transaction is subject to a number of other conditions precedent, including receipt by Western of a favorable fairness opinion from an independent financial advisor, due diligence reviews and receipt of all necessary securityholders, stock exchange, court and regulatory approvals. Terraco intends to retain the Terraco Gold Corp. name and trading symbol TEN on the TSX Venture Exchange after completion of the transaction.

The Letter Agreement sets out the the terms upon which the proposed acquisition will be implemented and requires that the parties promptly negotiate a definitive agreement to implement the acquisition on or before December 6, 2010. Under the Letter Agreement, both Western and Terraco have agreed to pay the other party a break fee of $450,000 in certain circumstances.

Full details of the transaction will be included in the Management Information Circular to be filed with the regulatory authorities and mailed to Western securityholders in accordance with applicable securities laws.

Todd Hilditch, Terraco's President and CEO commented that, "Combining with Western creates a strong platform to implement our business plan and continue an aggressive exploration program on the combined companies' advanced and earlier stage properties."

Zahir ("Zip") Dhanani, Western's Chairman, added, "This transaction delivers excellent value to our shareholders while allowing them to share in the upside of an impressive portfolio of exploration projects through their Terraco shares. The Terraco management team, led by Todd Hilditch, has experience, skills and access to capital in order to advance its projects into production. We look forward to our continued involvement as shareholders of Terraco."

Terraco (TSX VENTURE:TEN) is a junior exploration company with exploration properties in Nevada, USA. Terraco's Moonlight property adjoins the Barrick Gold Corp. / Midway Gold Corp. Spring Valley joint venture.

Western (TSX VENTURE:WSM) is a Canadian based company with a focus on acquisition, exploration and development of gold properties in North America. Western recently acquired a 100% interest in the Almaden Gold Project in Idaho.

This release was prepared by management of Terraco and Western, who take full responsibility for its contents.

Forward-Looking Statements

This release contains "forward-looking statements" which reflect the current expectations of the companies. 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 the companies 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 the companies do not assume any obligation to update or revise them to reflect new events or circumstances.

Neither 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
    604-443-3830 or Toll free: 1-877-792-6688
    Terraco Gold Corp.
    Bryan McKenzie
    604-443-3830 or Toll free: 1-877-792-6688
    604-682-3860 (FAX)
    Western Standard Metals Ltd.
    Zip Dhanani
    604-604-568-4653 or Toll Free: 1-888-500-4587
    604-569-2575 (FAX)