Terrane Metals Corp.

Terrane Metals Corp.

July 09, 2008 10:00 ET

Terrane and Goldcorp Sign Definitive Credit and Option Agreements

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 9, 2008) - Terrane Metals Corp. ("Terrane") (TSX VENTURE:TRX) is pleased to announce that it has signed the following definitive agreements (the "Definitive Agreements") in furtherance of its previously disclosed letter agreement (the "Letter Agreement") dated May 22, 2008, in respect of a credit agreement (the "Credit Agreement") and an option agreement (the "Option Agreement") between Terrane and its majority shareholder, Goldcorp Inc. ("Goldcorp") (TSX:G)(NYSE:GG), for the commercial development of its 100%-owned Mt. Milligan copper-gold project (the "Mt. Milligan Project") in British Columbia, Canada:

(a) the Credit Agreement dated July 8, 2008, among Terrane as borrower, Goldcorp as guarantor, BMO Capital Markets as lead arranger and sole bookrunner, and the Bank of Montreal as administrative agent and lender; and

(b) the Option Agreement dated July 8, 2008, between Terrane and Goldcorp.

Under the terms of the Credit Agreement, Goldcorp will guarantee an 18-month, non-revolving term credit facility of up to $40 million, or the US dollar equivalent, to further advance Terrane's long lead-time capital equipment procurement program in support of the construction of an open pit mine and 60,000 tonnes per day process plant at the Mt. Milligan Project. Advances under the Credit Agreement are subject to satisfaction of certain conditions precedent contained therein.

The Option Agreement provides Goldcorp with a one-time option (the "Option") to convert its fully diluted in-the-money equity interest in Terrane into a participating joint venture interest in the Mt. Milligan Project. The Option can only be exercised during the term of the Credit Agreement and, then, only if Goldcorp's resulting joint venture interest in the Mt. Milligan Project will be greater than 30% and is also subject to a 60% maximum limit per below. Upon exercise of the Option, and subject to other terms and conditions, Goldcorp's 240 million convertible preferred shares in the capital of Terrane would be cancelled upon:

(i) the transfer (the "Conversion") to Goldcorp of the percentage ownership of the Mt. Milligan Project (the "Converted Interest") equal to Goldcorp's percentage equity interest in the share capital of Terrane at the time of Conversion multiplied by the ratio of the book value of the Mt. Milligan Project to the book value of all of Terrane's assets taken as a whole, up to a maximum Converted Interest percentage of 60%; and

(ii) if, at the time of Conversion, Goldcorp's Converted Interest would otherwise be greater than 60% but for the maximum limit of 60%, then such amount of Goldcorp's shareholdings that would exceed the 60% maximum shall be converted from preferred shares to common shares of Terrane, if they have not otherwise already been converted.

If the Option Agreement is exercised, the parties will develop and operate the Mt. Milligan Project under a joint operating agreement as set out pursuant to the Option Agreement. The party holding the majority joint venture participating interest in the Project will be the operator.

The Letter Agreement and Definitive Agreements are subject to the prior approval of the TSX Venture Exchange and the shareholders of Terrane. Terrane will call a special meeting (the "Special Meeting") of its shareholders in order to seek such approval for August 8, 2008. The Definitive Agreements, together with Terrane's Special Meeting materials, will be filed shortly by Terrane on SEDAR.

About Terrane

Terrane Metals Corp. is an exploration and mine development company focused on the development of the Mt. Milligan copper-gold and Berg copper-molybdenum-silver projects in British Columbia, Canada. Goldcorp owns approximately a 58% equity interest in Terrane on a fully diluted basis.


Robert Pease, P.Geo, FGAC, President and CEO

Cautionary Note Regarding Forward Looking Statements

Except for the statements of historical fact contained herein, the information presented in this news release (the "News Release") constitutes "forward-looking statements" as such term is used in applicable Canadian laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. In particular, statements concerning "Mineral Resource" and "Mineral Reserve" estimates should be viewed as forward-looking statements to the extent that they involve estimates of the mineralization that will be encountered if the property is developed. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans, "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved) are not statements of historical fact and should be viewed as "forward-looking statements". Such forward looking statements, including but not limited to, those with respect to the price of metals, the amount of estimated mineralization and of contained metals and the timing of and possible outcome of pending economic evaluations and other factors and events described in this News Release, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Terrane to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such risks and other factors include, among others, the actual results of exploration activities; variations in the underlying assumptions associated with the estimation or realization of Mineral Resources and Mineral Reserves, the conclusions of economic evaluations and possible variations in ore grade or recovery rates; costs and timing of the development of new deposits; availability of capital to fund programs and the resulting dilution caused by the raising of capital through the sale of shares; accidents, labour disputes and other risks of the mining industry including without limitation those associated with the environment, delays in obtaining governmental approvals, permits or financing or in the completion of development or construction activities, title disputes or claims limitations on insurance coverage. Although Terrane has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this News Release and in any document referred to in this News Release.

Forward looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and Terrane undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Contact Information

  • Terrane Metals Corp.
    Rob Pease
    President and CEO
    (604) 681-9930 or Toll Free: 1-866-681-9930
    Terrane Metals Corp.
    Ryan King
    Investor Relations
    (604) 681-9930 or Toll Free: 1-866-681-9930
    Website: www.terranemetals.com