Calgary, Alberta--(Newsfile Corp. - April 24, 2018) - Teras Resources Inc. (TSXV: TRA) ("Teras" or the "Company") announces the execution of a binding Letter Of Intent to purchase a private Nevada-based company and combine the management teams. The transaction is expected to be completed within 30 days subject to TSX Venture approval. The new highly specialized management team member's expertise is directly related to building Cahuilla into a world class project.
Teras will issue 3,565,000 shares of its common stock to the shareholders of the Nevada company (referred to "NVM") in exchange for 100% the shares of NVM. Teras will own 100% of NVM which controls a high-profile project in Nevada known as the Clipper Mine. The management team of NVM will join Teras and be appointed to the appropriate management and/or Board positions once the merger is finalized. Teras will issue options to the new team members as additional incentive to build Teras shareholder value in the near future.
Descriptions of the new members of the Teras management team follow:
Mr. Steven D. Craig has over 44 years' experience as an Economic Geologist specializing in mineral exploration and development in all types of metal deposits. He has held several executive level positions in exploration, development, and mining companies including Kennecott Exploration/Rio Tinto, Romarco, Gryphon Gold, Golden Phoenix Minerals and El Tigre Silver. He has worked in the United States and several foreign countries including Mexico, Honduras, Peru, Brazil and Papua New Guinea. Most of Mr. Craig's work has been in the Western United States and Nevada, where he has either directed or been a participant in numerous gold deposit discoveries and mine expansions. He has gained extensive experience in mine permitting, compliance, NI 43-101 resource modeling and related technical report requirements. Mr. Craig has occupied leadership positions ranging from mid- to executive management within various companies. He is a CPG and with a M.S. in Economic Geology.
Mr. Lawrence J. O'Connor has worked for 35 years in the natural resource business and is highly experienced in exploration, development and mine operations. Mr. O'Connor was Vice President of Operations for Western Goldfields, Inc. tasked with reinitiating mine operations at Mesquite Mine in southern California. He also held the positions of CEO and Director of Sonoran Gold, Ltd., President of TerraBor Inc. and Nevada Colca Gold Inc. He was a key operational participant in the start-up of Bema Gold and Eldorado Gold Corporations. Mr. O'Connor has diverse operational experience in open pit and underground mining including exploration, ore control, mine engineering, process management, reclamation closure and operations general management. He holds a B.Sc. Geology, is a "Qualified Person" in accordance with the Canadian National Instrument 43-101.
Mr. Thomas K. (Toby) Mancuso is a well-respected mine development geologist with more than 40 years of experience in exploration, operations and management of various mining companies. Mr. Mancuso previously held the position of President and CEO of Western Goldfields Inc. (now New Gold Inc.) and is credited with purchasing the operating Mesquite Mine in southern California from Newmont. Mr. Mancuso was also Senior Geologist for Freeport Gold Company and Chief Geologist for Kennecott Corporation where he specialized in advancing projects from exploration to production. At Kennecott, he began managing the Cahuilla project in 1993 and has been involved with the property to date. Mr. Mancuso is presently Managing Director for NexGen Mining, Inc. and operates his own company, Mancuso Resource Development Services, LLC. He received his M.S. Geology at the University of Idaho School of Mines and B.SC. Geology from Bowling Green State University.
The Utah Clipper gold-silver-base metal project is located in Lander County, Nevada in one of the most highly prospective precious metal regions in Nevada and the world. The state of Nevada has played host to more than 150 million ounces of existing gold resources and historic production and the project is situated on the highly prolific Battle Mountain-Eureka mineralizing trend adjacent to Barrick's Pipeline gold mine. The project exhibits exceptional exploration potential for both precious and base metals within a large land position comprised of both patented and unpatented claims.
Multiple targets have been identified on the Clipper claims as summarized below:
- High grade shallow lead-silver system; historical direct shipping ore assayed 114.6 oz/ton (3,925 gm) silver and 40.4% lead
- High grade deeper Carlin-type gold system confirmed by drilling that intersected anomalous gold within classic Carlin-type alteration
- Copper-zinc system with samples assaying up to 12.9 oz/ton (441 gm) silver, 2.2% copper, 1.4% zinc that were intersected in historic drilling
A map illustrating the location of the Clipper project, Battle Mountain-Eureka mineralizing trend and surrounding gold mines follows:
To view an enhanced version of this map, please visit:
Peter Leger, President and CEO of Teras Resources, commented "We are very excited regarding this significant move forward for Teras. We are not only adding value by the acquisition of a high-profile project within the most prolific precious metal mining region in the United States, but also our new, highly experienced management team can now advance Cahuilla as well as our other projects to a whole new level in a very timely manner. In addition, we will have the internal expertise to evaluate, acquire, model and develop projects from exploration to mine production. Expanding the team to this degree will shorten the path to successfully increasing the value of Teras for our shareholders."
Steve Craig, President and CEO of NVM remarked "I have always focused on building shareholder value by advancing assets through sound exploration principles and utilizing shareholder investments properly and prudently. Cahuilla is a familiar project to me as I managed the Kennecott group when the property was brought into the company in 1993. I have always liked Cahuilla and felt the project has excellent potential to become a world-class precious metal producer."
"Studying the project in detail over the last few months confirms to me that with the work Teras has done over the years and the current plan being developed by our combined management will advance Cahuilla resulting in a much larger resource base. I am excited to bring my team into a company with great projects and future as we intend to make Teras successful on multiple fronts."
Teras will grant 3.5 million options to purchase common shares of the Company to directors, officers, and consultants of NVM in accordance with the Company's stock option plan. The options have an exercise price of $0.09 per share. The expiry date of the options will be 5 years from the date of issuance.
Teras has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of the options to the directors and officers of Teras (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization).
Subject to the TSX Venture approval Teras has extended the terms of its $0.15 Warrants set to expire on July 4, 2018 to July 4, 2019 and its $0.24 Warrants set to expire on July 22, 2018 to July 22, 2019.
Teras is focused on developing its Cahuilla project located in Imperial County, California. The project encompasses an area of at least 3 km by 1.5 km and Teras believes that the Cahuilla project has the potential to develop into a mining operation consisting of altered and mineralized sedimentary host rocks with numerous high-grade sheeted quartz veins. Teras filed a NI 43-101 technical report with an indicated resource of 1.0 million ounces of gold and 11.9 million ounces of silver on its Cahuilla project (70 million tons at an average grade of 0.015 ounces per ton gold and 0.17 ounces per ton silver with a cut-off of 0.008 ounces per ton gold) and inferred resource of 10 million tons grading 0.011 opt gold and 0.10 opt silver. Gold equivalent ounces are 1.2 million ounces in indicated class and 130,000 ounces in inferred class using a ratio of 55 ounces silver to 1 ounce of gold.
Dr. Dennis LaPoint, a qualified person under National Instrument 43-101 "Standards of Disclosure for Mineral Projects," and a Director for Teras is the Company's nominated qualified person responsible for monitoring the supervision and quality control of the programs completed on the Company's properties. Dr. LaPoint has reviewed and verified the mining, scientific and technical information contained in this news release. Dr. LaPoint is a registered geologist with the Society of Mining Engineers.
For further project and corporate information, contact:
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 of accuracy of this news release.
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein may be forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this press release contains forward-looking information regarding: the Cahuilla project, the development and advancement of the Cahuilla project, the development of the geologic model in respect of the Cahuilla project, the development of further drill plans in relation to the Cahuilla project and the potential of the Cahuilla project to develop into a mining operation; and the completed core drilling program including further analysis of the core drilling program, the evaluation of the core drilling program and its impact on the Company's existing NI 43-101 technical report. This forward-looking information reflects the Company's current beliefs and is based on information currently available to the Company and on assumptions the Company believes are reasonable. These assumptions include, but are not limited to, the actual results of exploration projects being equivalent to or better than estimated results in technical reports or prior exploration results, future costs and expenses being based on historical costs and expenses, adjusted for inflation, the ability of the Company to obtain acceptable financing, market acceptance of its exploration programs and projects; consistent and favorable commodity prices; and regulatory acceptance of the Company's geologic models . Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: the early stage development of the Company and its projects; general business, economic, competitive, political and social uncertainties; commodity prices; the actual results of current exploration and development or operational activities; competition; changes in project parameters as plans continue to be refined; accidents and other risks inherent in the mining industry; lack of insurance; delay or failure to receive board or regulatory approvals; changes in legislation, including environmental legislation, affecting the Company; timing and availability of external financing on acceptable terms; conclusions of economic evaluations; and lack of qualified, skilled labour or loss of key individuals. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.