Terraco Gold Corp.

Published : December 21st, 2011

Announces Acquisition of Royalty Option on Spring Valley Gold Deposit, Nevada and a US$5 million Cas

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News Release: Terraco Gold Announces Acquisition of Royalty Option on the Spring Valley Gold Deposit, Nevada and a US$5 million Cash Infusion

 

         
Terraco Gold Announces Acquisition of Royalty Option on the Spring Valley Gold Deposit, Nevada and a US$5 million Cash Infusion

Vancouver, BC, December 21, 2011 - (TSX.V: TEN | US: TCEGF). Terraco Gold Corp. (�Terraco� or the �Company �) is pleased to announce that it has entered into a tripartite transaction whereby Terraco will have the option to acquire an interest in a net smelter returns royalty (�NSR�) (described below) on part of the Spring Valley Gold Project (�Spring Valley Project�), located in Pershing County, Nevada.  The Spring Valley Project is a joint venture between Barrick Gold Corp. and Midway Gold Corp., where Barrick has the right to earn a 60% interest in the Spring Valley Project by completing work expenditures totaling US$30,000,000 before December 31, 2013.  Terraco�s 100%-owned Moonlight Project encompasses over 5,000 acres and is located along trend to the north of and adjoins the Spring Valley Project.

Transaction Terms

Under the terms of the transaction between Terraco, the current royalty owner (�Royalty Vendor�), and a third party investor (�Strategic Investor�), the Strategic Investor will acquire 5/7ths of the sliding scale NSR (the �Purchased NSR Interest�) (see Note 1) held by the Royalty Vendor.  The Purchased NSR Interest represents 5% of net smelter returns when gold prices exceed US$700 per ounce and on production greater than 500,000 ounces of gold from the claims covered by the Royalty Vendor�s NSR.  The Strategic Investor will pay US$20,000,000 to the Royalty Vendor and US$5,000,000 to Terraco.  As part of the transaction, Terraco will retain an option to acquire, for US$12,500,000, one-half of the Purchased NSR Interest from the Strategic Investor for a period of 5 years from the closing of this transaction or within 1 year of a change of control of Terraco.  Terraco will also issue 4,000,000 shares to the Royalty Vendor for a right of first refusal on all or part of a separate 1% area of interest royalty owned by the Royalty Vendor, also located on the Spring Valley Project.

As partial consideration for the US$5,000,000 cash infusion, Terraco has issued to the Strategic Investor a 1% net smelter return royalty on its Moonlight Project and a 0.5%  net smelter return royalty (and up to a 1.0% net smelter return royalty in certain circumstances) on its Almaden Gold Project in Idaho (�Almaden Project�).  The Strategic Investor will also be issued 1,000,000 warrants with an exercise price of CAN$0.35 per share for a period of 5 years, subject to early expiry at the discretion of Terraco if Terraco�s shares trade at CAN$0.70 or higher for 20 consecutive trading days.

The Strategic Investor specializes in funding the advancement of mining projects.  Terraco and the Strategic Investor have structured a right of first refusal to finance Terraco�s Almaden Project and an off-take for 30% of the minerals produced from the Almaden Project during the life of the mine.

Terraco intends to use the US$5,000,000 proceeds to fund continued exploration programs at both its Almaden and Moonlight Projects.

This transaction affords Terraco the right to acquire a significant royalty on a Barrick-led gold project neighbouring our 100% owned Moonlight Project and gives Terraco the ability to fully fund its 2012 exploration activities without the need for additional shareholder dilution�, stated Todd Hilditch, President and CEO of Terraco.  Furthermore, this transaction increases Terraco�s presence in the growing Humboldt Range where Coeur D�Alene operates the Rochester mine and Barrick has spent nearly US$16,000,000 towards earning a 60% interest in Spring Valley Project�, he added.

Note 1:  NSR Sliding Scale

 Gold Price (per oz)
NSR
Purchased NSR Royalty
Terraco Royalty Option
 <$300 2%
1.42%
0.71%
 $300 - $399
 3% 2.14%
1.07%
$400 - $499
 4% 2.86%
1.43%
$500 - $599
5%
 3.58%  1.79%
$600 - $699
6%
 4.28%  2.14%
 $700  7% 5.00%
 2.5

The transaction is subject to the approval of the TSX Venture Exchange.


To view this entire press release please visit:

http://www.terracogold.com/s/NewsReleases.asp

Please always feel welcome to call at either of the numbers listed below.

Thank you as always for your time.

Matt

Please find the updated Terraco Corporate Presentation contained in the link below:

http://www.terracogold.com/i/pdf/Terraco_CorpPresentation.pdf


Please visit our website at:
http://www.terracogold.com/




 
Terraco Gold Corp.      TSX.V: TEN | US: TCEGF


Terraco's project portfolio includes an advanced-stage gold project in Idaho, a Royalty Option on an evolving Nevada gold discovery and a neighbouring early-stage gold/silver project in Nevada, USA.

The advanced-stage Almaden project has excellent access with good infrastructure and includes over 66,000 m of drilling in 903 drill holes. Terraco has completed a drill program to explore the extension of the near surface mineralization that is open to the north and south, as well as test for high-grade, bonanza-style structurally controlled gold mineralization at depth. Project comparisons for Almaden are The Ken Snyder "Midas Mine" (Newmont) and the Hollister Mine (Great Basin Gold) located in northeast Nevada.

Terraco has the option to acquire a 2.5% net smelter royalty (�NSR royalty�) on The Spring Valley Gold Project (�Spring Valley�), located in Pershing County, Nevada. Spring Valley is a joint venture between Barrick Gold Corp. (�Barrick�) and Midway Gold Corp., where Barrick has the right to earn 60% interest in the project by completing work expenditures totalling US $30 million before December 31, 2013.  Terraco�s 100%-owned Moonlight Project, which currently encompasses over 5,000 acres, is located along trend and adjoins the north side of Spring Valley.

The 100% owned Moonlight Project is located 380 kilometres northeast of Reno, Nevada and approximately 8 kilometres north of the Coeur d'Alene Rochester silver-gold mine. The Rochester Mine has produced over 125 million ounces of silver and 1.2 million ounces of gold in its 25 year history and has recently returned to production. Additionally, the Moonlight Project adjoins the north side of the Barrick Gold / Midway Gold  Spring Valley joint venture.


Terraco's exploration is conducted by Charles Sulfrian , CPG (Vice President, Exploration) and Ken Snyder , PhD (Lead Consulting Geologist). Both Mr. Sulfrian & Dr. Snyder were instrumental in the discovery of major Nevada gold mines including Barrick's Goldstrike Mine and Newmont's Ken Snyder "Midas" Mine respectively.

 


 


 










Matt W. Johnston
960-1055 West Hastings St.
Vancouver, BC Canada
V6E 2E9
Tel: 604.443.3835
Toll Free: 1.877.792.6688 Ext: 4
TSX.V: TEN
| US: TCEGF
www.terracogold.com

 

 

Safe Harbor Statement

The material herein is for informational purposes only and is not intended to and does not constitute the rendering of investment advice or the solicitation of an offer to buy securities. The foregoing discussion contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (The Act). In particular when used in the preceding discussion the words �plan,� confident that, believe, scheduled, expect, or intend to, and similar conditional expressions are intended to identify forward-looking statements subject to the safe harbor created by the ACT. Such statements are subject to certain risks and uncertainties and actual results could differ materially from those expressed in any of the forward looking statements. Such risks and uncertainties include, but are not limited to future events and financial performance of the company which are inherently uncertain and actual events and / or results may differ materially. Johnston-Sequoia Capital Corp. is a paid advisor and owns shares of Terraco gold Corp. Mr. Johnston owns shares in Terraco Gold Corp.  We cannot attest to nor certify the correctness of any information in this e-mail. Please consult your financial advisor and perform your own due diligence before considering the company mentioned in this informational e-mail.



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Terraco Gold Corp.

DEVELOPMENT STAGE
CODE : TEN.V
ISIN : CA88101N1024
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Terraco Gold is a gold exploration company based in Canada.

Terraco Gold holds various exploration projects in USA.

Its main asset in development is ALMADEN in USA and its main exploration properties are GOLDEN SUMMIT, CRANE CREEK, MIDDLEGATE, VINASALE, MOONLIGHT and BONANZA in USA.

Terraco Gold is listed in Canada. Its market capitalisation is CA$ 21.2 millions as of today (US$ 16.0 millions, € 14.4 millions).

Its stock quote reached its highest recent level on December 29, 2000 at CA$ 1.40, and its lowest recent point on December 24, 2008 at CA$ 0.03.

Terraco Gold has 146 060 000 shares outstanding.

Your feedback is appreciated, please leave a comment or rate this article.
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