Terreno Resources Corp.
TSX VENTURE : TNO.H

Terreno Resources Corp.

October 09, 2015 16:15 ET

Terreno Announces Closing of Private Placement, Debt Settlement and Resignation of Chief Financial Officer

TORONTO, ONTARIO--(Marketwired - Oct. 9, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.

Terreno Resources Corp. (TSX VENTURE:TNO.H) ("Terreno") is pleased to announce that it has closed its previously announced non-brokered private placement of an aggregate of 3,800,000 common shares in the capital of Terreno (the "Common Shares") for gross proceeds of $190,000 at a price of $0.05 per Common Share (the "Offering"). The proceeds of the Offering will be used for general working capital purposes.

Further, Terreno announces that it has completed its previously announced debt settlement of $22,546.55 of indebtedness owed to an arm's length creditor of Terreno through the issuance of 450,931 Common Shares in the capital of Terreno at a price of $0.05 per Common Share (the "Debt Settlement").

All Common Shares issued in connection with the Offering and Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

Richard Patricio, an officer and director of Terreno, acquired 1,350,000 Common Shares of Terreno in connection with the Offering. Following completion of the Offering, Mr. Patricio will own or control an aggregate of 1,513,200 Common Shares, representing approximately 13.47% of the issued and outstanding Common Shares of Terreno.

Mr. Patricio has acquired the Common Shares for investment purposes and may, depending on market and other conditions, increase or decrease his beneficial ownership, control or direction over the Common Shares, or other securities of Terreno, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise. For further details relating to the acquisition, please see the early warning report, a copy which is available on SEDAR.

The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101") as insiders of Terreno subscribed for an aggregate of 2,150,000 Common Shares. Terreno is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of Terreno, as determined in accordance with MI 61-101. Terreno did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which Terreno deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.

Further, Terreno announces that effective today Gerry Feldman has resigned as Chief Financial Officer of Terreno. Ajay Dhurva has been appointed Interim Chief Financial Officer. Terreno would like to thank Mr. Feldman for his contribution and wish him all the best in his future endeavors.

About Terreno Resources Corp.

Terreno is currently focused on international mineral exploration.

Cautionary Note Regarding Forward-looking Statements

This news release contains certain forward-looking statements and forward-looking information (collectively referred to herein as "forward-looking statements") within the meaning of applicable Canadian securities laws. All statements other than statements of present or historical fact are forward-looking statements. Forward-looking statements are often, but not always, identified by the use of words such as "anticipate", "achieve", "could", "believe", "plan", "intend", "objective", "continuous", "ongoing", "estimate", "outlook", "expect", "may", "will", "project", "should" or similar words, including negatives thereof, suggesting future outcomes.

Management of Terreno believes the expectations reflected in such forward-looking statements are reasonable as of the date hereof but no assurance can be given that these expectations will prove to be correct and such forward-looking statements should not be unduly relied upon. Various material factors and assumptions are typically applied in drawing conclusions or making the forecasts or projections set out in forward-looking statements. Those material factors and assumptions are based on information currently available to Terreno, including information obtained from third party industry analysts and other third party sources.

Forward-looking statements are subject to both known and unknown risks, uncertainties and other factors, many of which are beyond the control of Terreno, that may cause the actual results, level of activity, performance or achievements of Terreno to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: general business, economic, competitive, political and social uncertainties; negotiation uncertainties and other risks of the insurance industry. Although Terreno has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended.

Forward-looking statements are not a guarantee of future performance and involve a number of risks and uncertainties, some of which are described herein. Such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Terreno's actual performance and results to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Any forward-looking statements are made as of the date hereof and, except as required by law, Terreno assumes no obligation to publicly update or revise such statements to reflect new information, subsequent or otherwise.

Investors are cautioned that trading in the securities of Terreno should be considered highly speculative.

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