Terraco Gold and Western Standard Metals Complete Merger
January 24 2011 - 6:37PM
Marketwired
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.
Contacts: 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
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