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Terraco Gold Corp. (TSX VENTURE:TEN - News; "Terraco" or the "Company") and Western
Standard Metals Ltd. (TSX VENTURE:WSM - News;
"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.
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