Terreno Announces Closing of Private Placement
Toronto, Ontario--(Newsfile Corp. - February 10, 2017) - Terreno Resources Corp. (TSXV: TNO.H) (the "Company") announces that it has closed its previously announced non-brokered private placement of 3,000,000 units ("Units") at a price of $0.05 per Unit for aggregate gross proceeds of $150,000 (the "Offering"). Each Unit is comprised of one common share ("Common Share") of the Company and one Common Share purchase warrant ("Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share for a period of twelve (12) months from the closing of the Offering at a price of $0.05 per Common Share. The proceeds of the Offering will be used to satisfy accounts payables and for general working capital purposes.
Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of NEX. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
Totus Inc., a company controlled by Richard Patricio, a director and officer of the Company, subscribed for 500,000 Units of the Company. Prior to the completion of the Offering, Mr. Patricio, owned, directly and indirectly, 1,513,200 Common Shares of the Company, representing approximately 13.5% of the issued and outstanding Common Shares of the Company. Upon completion of the Offering, Mr. Patricio will own, directly and indirectly, 2,013,200 Common Shares of the Company, representing approximately 14.1% of the Company's issued and outstanding Common Shares on a non-diluted basis. If Mr. Patricio were to exercise all of his convertible securities he would own, directly and indirectly, 2,723,200 Common Shares, representing approximately 18.2% of the Company's then outstanding Common Shares, on a partially diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Patricio may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. This portion of the news release is issued pursuant to National Instrument 62-103 - The Early Warning System and Related TakeOver Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of Mr. Patricio's early warning report will be available on the Company's issuer profile on SEDAR at www.sedar.com.
The Offering constituted a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101") as an insider of the Company subscribed for 500,000 Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the participation in the Offering by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable in the circumstances so as to be able to avail itself of potential financing opportunities and complete the Offering in an expeditious manner.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered or sold within the United States (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
For further information please contact:
Terreno Resources Corp.
Interim President and Chief Executive Officer
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release and has neither approved nor disapproved of the contents of this press release.
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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