Nov 2 2010
Terraco Gold Corp. (TSX VENTURE:TEN) ("Terraco" or the "Company") and Western Standard Metals Ltd. (TSX VENTURE:WSM) ("Western") are pleased to announce that the companies have entered into a binding letter agreement dated October 29, 2010 (the "Letter Agreement"), providing for Terraco to acquire all of the outstanding securities of Western in an all-share transaction, by way of a plan of arrangement.
Under the plan of arrangement, Western shareholders will receive 0.75 common shares of Terraco for each Western common share held. The outstanding Western warrants will be adjusted so that, upon exercise subsequent to completion of the transaction, for each Western share that would previously have been issued, the warrantholder will receive 0.50 of a common share of Terraco. In accordance with their terms, the outstanding options to purchase Western shares will be adjusted so that, upon exercise subsequent to completion of the transaction, for each Western share that would previously have been issued, the optionholder will receive 0.75 of a common share of Terraco. Based on the currently issued and outstanding common shares of Western, Terraco will issue approximately 38.41 million common shares to acquire all of the currently outstanding Western common shares and approximately 22.75 million Terraco warrants and options to acquire all of the currently outstanding Western warrants and options. As a result, Western shareholders will hold approximately 40% of the combined entity. The post-merger issued and outstanding common shares of Terraco will be approximately 102.43 million. The transaction has been approved and recommended by the Board of Directors of each company.
The transaction is to be effected pursuant to a court approved plan of arrangement under the Business Corporations Act (British Columbia), which will require approval of at least 66â…”% of the votes cast by securityholders of Western at a securityholders' meeting, expected to be held in January, 2010 (the "Meeting"), with the transaction closing shortly thereafter. Completion of the transaction is subject to a number of other conditions precedent, including receipt by Western of a favorable fairness opinion from an independent financial advisor, due diligence reviews and receipt of all necessary securityholders, stock exchange, court and regulatory approvals. Terraco intends to retain the Terraco Gold Corp. name and trading symbol TEN on the TSX Venture Exchange after completion of the transaction.
The Letter Agreement sets out the the terms upon which the proposed acquisition will be implemented and requires that the parties promptly negotiate a definitive agreement to implement the acquisition on or before December 6, 2010. Under the Letter Agreement, both Western and Terraco have agreed to pay the other party a break fee of $450,000 in certain circumstances.
Full details of the transaction will be included in the Management Information Circular to be filed with the regulatory authorities and mailed to Western securityholders in accordance with applicable securities laws.
Todd Hilditch, Terraco's President and CEO commented that, "Combining with Western creates a strong platform to implement our business plan and continue an aggressive exploration program on the combined companies' advanced and earlier stage properties."
Zahir ("Zip") Dhanani, Western's Chairman, added, "This transaction delivers excellent value to our shareholders while allowing them to share in the upside of an impressive portfolio of exploration projects through their Terraco shares. The Terraco management team, led by Todd Hilditch, has experience, skills and access to capital in order to advance its projects into production. We look forward to our continued involvement as shareholders of Terraco."
Source: http://www.terracogold.com/