Terreno Resources Corp.
TSX VENTURE : TNO

Terreno Resources Corp.

September 18, 2015 16:26 ET

Terreno Resources Corp. Announces Private Placement, Debt Settlement and Transfer to NEX

TORONTO, ONTARIO--(Marketwired - Sept. 18, 2015) - Terreno Resources Corp. (TSX VENTURE:TNO) ("Terreno") announces that it has been advised by the TSX Venture Exchange (the "Exchange") that since it is unable to meet Continued Listing Requirements of the Exchange to maintain its listing as a Tier 2 Issuer, it will be transferred to the NEX Board of the Exchange (the "NEX"). Accordingly, the Company has made an application to the Exchange for listing on the NEX.

The Company also announces that it plans on undertaking a non-brokered private placement of up to 6,000,000 common shares in the capital of the Company (the "Common Shares") at $0.05 per Common Share for gross proceeds of up to $300,000 (the "Offering"). Certain directors and officers may participate in the Offering.

Further, the Company announces that it has entered into a debt settlement agreement with a creditor of the Company pursuant to which the Company has agreed to issue an aggregate of 450,931 Common Shares at a deemed price of $0.05 per Common Share in order to settle certain obligations (the "Debt Settlement"). The Company decided to satisfy this outstanding indebtedness with Common Shares in order to preserve its cash for operations. The Debt Settlement is subject to the approval of the NEX.

Closing of the Debt Settlement and Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of the NEX, and the Company will issue the Common Shares once the Debt Settlement has been approved by the NEX. All securities issued in connection with the Offering and Debt Settlement will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation. The proceeds of the Offering will be used for general working capital purposes.

Terreno intends to continue with its current business activities.

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.

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