Welcome!

News Feed Item

Terreno Resources Corp. to Acquire Dominican Renewables, Inc. to Focus on Biofuel Production in the Dominican Republic

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 08/27/13 -- Terreno Resources Corp. (TSX VENTURE:TNO) ("Terreno" or the "Company") a junior mining exploration and development company listed on the TSX Venture Exchange (the "TSXV") is pleased to announce that it has entered into a memorandum of understanding (the "MOU"), with Dominican Renewables, Inc. ("DRI") with respect to a proposed acquisition by the Company (the "Acquisition") of DRI and financings for both the Company and DRI (the "Offerings" - collectively, including the Acquisition, the "Transaction"). DRI holds interests over certain lands and agreements for the production of biofuels in the Dominican Republic. The Transaction may constitute a Change of Business Transaction of the Corporation as defined in the policies of the TSXV.

The Proposed Acquisition

The MOU contemplates that, the Company will acquire all of the shares in DRI such that DRI will become a wholly-owned subsidiary of the Company. As consideration, the Company will issue to shareholders of DRI, an aggregate of 51,372,364 common shares in the capital of Terreno (2 Terreno shares for every one DRI share held), at a deemed price of $0.05 per common share, for total consideration of approximately $2.56m, without limitation. Common shares of the Company to be issued as consideration for the Acquisition, including common shares issued previously by the Company, may be subject to escrow in accordance with the policies of the TSXV.

John Icke, Chairman of Terreno, commented "We had been aware of DRI prior to our mineral exploration work in the Dominican Republic, having hired Bruce Keith (DRI's CEO) to become the CEO of Terreno. Since being in the country we have become acutely aware of the reliance and prohibitive costs of traditional fuel imports with no current local supply. DRI is uniquely positioned to address this issue in a socially responsible manner through providing a biofuel component blended with traditional fuel products. The success of this transaction brings near term cash flow potential to Terreno with the ability to scale up the operations in the future."

The Transaction allows Terreno to benefit from synergies of running its existing portfolio of mineral exploration projects in Argentina and the Dominican Republic, and running DRI, as Terreno's CEO, Bruce Keith, is also the CEO of DRI. Terreno's intention is to hold its portfolio of mineral exploration properties in Argentina and the Dominican Republic with a view to increasing activity on these projects when market conditions for junior resource exploration improve.

Conditions

The completion of the Acquisition and the Offering, as such terms defined herein, are subject to the approval of the TSXV and all other necessary regulatory approvals. The completion of the Acquisition is also subject to certain other additional conditions precedent, including, but not limited to: (i) the entering into of a definitive agreement by Terreno and DRI on or before October 31, 2013 (the "Definitive Agreement"); (ii) completion of satisfactory due diligence by each of Terreno and DRI; (iii) the approval of the Acquisition by the TSXV; (iv) approval of each of Terreno's and DRI's respective board of directors; (v) completion of the Offering; (vi) the absence of any material change or change in a material fact which might reasonably be expected to have a material adverse effect on the financial and operational conditions or the assets of each of the parties to the Definitive Agreement; and (viii) certain other conditions typical in a transaction of this nature.

The Transaction may constitute a Change of Business, as defined in the Policies of the TSXV. In addition, as the proposed Transaction is not at arm's length (Mr. Bruce Keith is the CEO of both Terreno and DRI) it may require disinterested shareholder approval.

Further disclosure concerning the Transaction will be provided to shareholders in an Information Circular or in a Filing Statement which may be required by the TSXV and if a Filing Statement is required, it will be prepared and filed in accordance with Policy 5.2 of the TSXV on SEDAR at www.sedar.com no less than 7 business days prior to the closing of the proposed Transaction. A press release will be issued once the Filing Statement has been filed, if and as required pursuant to TSXV policies. Financial information concerning DRI will be made available in a subsequent news release.

About DRI

About Dominican Renewables

DRI is a private company headquartered in Santo Domingo, Dominican Republic, where, since its Dominican Republic incorporation in 2008, it has been developing a fully integrated biofuel operation. DRI has secured agreements for over 12,000 hectares of farmable land and has made material progress with several off-take arrangements and refinery equipment suppliers to enable it to supply renewable fuels to both large commercial and local enterprises. DRI anticipates initial production in early 2014 with a phased ramp-up to full production planned for 2015, which, pending additional funding, can generate up to 10 million gallons of biodiesel per annum initially, and with an additional 18,000 hectares in the process of being secured, the total capacity is expected to reach over 20 million gallons per year.

DRI's objective is to be a socially responsible producer of biofuels, and the primary alternative for a clean fuel source in the Dominican Republic.

DRI is expected to control its feedstock supply through a well-established out-grower model with local farmers and own and operate its own processing and refining equipment. The Dominican Republic has no local fuel sources and currently imports almost 400 million gallons of diesel per year. With a growing population and industry and several very large industrial consumers coming on line, demand is expected to continue to grow.

To date, approximately $4.2 million has been invested into the DRI.

The shares of DRI are held by Mr. Bruce Keith (40%), Mr. David Luther (12%), and the Dominican Institute for Integral Development ("IDDI") (28%) with small interests held by private investors.

Board of Directors

The Company's current board and management will remain upon completion of the Transaction with the exception of Sheldon Inwentash, Hein Poulus and Philip Williams, who will all resign on completion of the Transaction. In addition, the Company intends on making the following additions to the Board of Directors:

Mr. David Luther, Founder and Director of IDDI

Mr. Luther is presently domiciled in the Dominican Republic where he has worked closely with DRI in building its strategic land position and business model. He, together with IDDI, owns approximately 40% of DRI. IDDI is a major development organization in the Dominican Republic involved all sectors of development. IDDI has a reputation for working closely with the private sector implementing the largest collaborative projects in corporate social investment in Dominican history. Mr. Luther has been a consultant to the World Bank, OAS, UNDP and a number of other national and international organizations and sits on the Boards of eleven non-profit organizations in the Dominican Republic, the US and Haiti, having been co-founder and President of a number of them. He is also the founder of eight businesses in the Dominican Republic with activities in the construction, bio-fuels, crafts, consulting and financial services, has been named to various Presidential Commissions, represents civil society on several government commissions and is a newspaper columnist.

Mr. Stephen Keith, President and CEO, Search Minerals Inc.

Mr. Keith has spent many years in the mining and resource business as both a banker and as an operator/manager of various enterprises. Mr. Keith was most recently a founder and the President and Chief Executive Officer of Rio Verde Minerals Development Corp. (TSX: RVD), a company he took from concept to listing onto the TSX, with over $30 million completed in equity financings. Mr. Keith led Rio Verde until its acquisition by B&A Fertilizers Limited on March 13, 2013. He is on the Board of Directors of Aura Minerals Inc. Mr. Keith has previously held the titles of Vice President, Corporate Development at Plutonic Power Corporation; Director, Investment Banking at Thomas Wiesel Partners; Vice President, Investment Banking at Westwind Partners Mining Group; and Manager, Technical Services with Knight Piesold Consulting. He holds a BSc, Applied Science (Queen's University), an International MBA (York University, Schulich School of Business) and a PEng (Ontario and British Columbia).

Ms. Kathrin Ohle, Director, Tangerine Tango Environmental Attributes Services Inc. ("Tangerine Tango")

Building on 20 years of experience in investing and lending in the corporate world and the closing of debt and (quasi) equity transactions of over $5.5 billion with corporate clients of various sizes and industries, Ms Ohle has been assisting her renewable energy and clean technology clients in fundraising (equity & debt) and business development since 2009.

Kathrin is a senior partner at Tangerine Tango, the financial advisory firm presently providing financial advisory services to DRI. She also runs her own financial advisory firm called twig energy inc. Prior to founding twig energy inc. in 2009, she was a strategic investor with Emera Inc., a financial investor with the Business Development Bank of Canada, and a corporate lender with TD Securities as well as Deutsche Bank.

Upon completion of the transaction, the Company's current CEO, Bruce Keith, will continue to manage the Company, its existing assets and the new DRI assets. Mr. Bruce Keith is presently the CEO of DRI and its principle shareholder, owning approximately 40%.

Private Placement

The MOU also contemplates that Terreno will complete a non-brokered or brokered private placement (the "Offering") of not less than 10,000,000 units at a price of $0.05 per unit (the "Units"). Each Unit will be comprised of one common share and one half of one common share purchase warrant. Each whole warrant shall entitle the holder thereof to purchase an additional common share of Terreno at a price of $0.10 per share for a period of 36 months from closing. Insiders of Terreno are expected to participate in the Offering and it is anticipated that the Offering shall close concurrently with the Acquisition.

The proceeds from the Offering will be used for furthering the development of DRI's biofuel project, including the purchasing of key processing equipment and for general working capital requirements. Additional amounts will be allocated for costs required to complete the Acquisition and for unallocated working capital. There may be circumstances where, for sound business reasons, a reallocation of funds may be necessary in order for the Company to achieve its business objectives. All Units will be subject to a hold period expiring four months and one day after closing of the Transaction.

DRI also intends on completing a private placement to raise gross proceeds of up to $250,000. Further details of DRI's financing will be made available once known.

Sponsorship

Sponsorship of the Transaction may be required by the TSXV. The Company is currently reviewing the requirements for sponsorship and may apply for an exemption from the sponsorship requirements pursuant to the policies of the TSXV, however, there is no assurance that the Company will ultimately obtain this exemption. The Company intends to include any additional information regarding sponsorship in a subsequent press release.

Reinstatement to Trading

The common shares of the Corporation will remain halted until the requirements for reinstatement in the TSXV policies are met or the Transaction is terminated.

About Terreno Resources

Terreno, meaning "of the earth" in Spanish, represents the Company's focus on resource opportunity development in South and Central America. In the Dominican Republic, Terreno has the option to acquire the El Carrizal Concession and option agreements on two exploration projects in Argentina; Poposa (formerly referred to as Amarillo) in San Juan, and Socompa in Salta. Terreno's projects boast significant alteration systems and have the potential for copper, gold and silver mineralization. For more information, please visit www.terrenoresources.com.

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable, pursuant to the requirements of the TSXV, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in a management information circular or filing statement which may be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed Transaction; use of funds; and the business and operations of the Company after the proposed Transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:
Terreno Resources Corp.
Richard Patricio
Director
416.941.1071
www.terrenoresources.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
To paraphrase someone famous, "The definition of insanity is to do something the same way over and over again and expect a different result". Humans are creatures of habit and when it comes to storage, old habits die hard. Why do we continue to put our faith in legacy storage providers when they haven't invented anything new in decades. Sure, they re-badge their products every couple of years to make their messaging look modern, but ultimately, it's the same old stuff with a new coat of lipsti...
StarNet Communications Corp has announced the addition of three Secure Remote Desktop modules to its flagship X-Win32 PC X server. The new modules enable X-Win32 to safely tunnel the remote desktops from Linux and Unix servers to the user’s PC over encrypted SSH. Traditionally, users of PC X servers deploy the XDMCP protocol to display remote desktop environments such as the Gnome and KDE desktops on Linux servers and the CDE environment on Solaris Unix machines. XDMCP is used primarily on comp...
Smart Cities are here to stay, but for their promise to be delivered, the data they produce must not be put in new siloes. In his session at @ThingsExpo, Mathias Herberts, Co-founder and CTO of Cityzen Data, will deep dive into best practices that will ensure a successful smart city journey.
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...
SYS-CON Events announced today that StarNet Communications will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. StarNet Communications’ FastX is the industry first cloud-based remote X Windows emulator. Using standard Web browsers (FireFox, Chrome, Safari, etc.) users from around the world gain highly secure access to applications and data hosted on Linux-based servers in a central data center. ...
SYS-CON Events announced today that Venafi, the Immune System for the Internet™ and the leading provider of Next Generation Trust Protection, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Venafi is the Immune System for the Internet™ that protects the foundation of all cybersecurity – cryptographic keys and digital certificates – so they can’t be misused by bad guys in attacks...
Aspose.Total for .NET is the most complete package of all file format APIs for .NET as offered by Aspose. It empowers developers to create, edit, render, print and convert between a wide range of popular document formats within any .NET, C#, ASP.NET and VB.NET applications. Aspose compiles all .NET APIs on a daily basis to ensure that it contains the most up to date versions of each of Aspose .NET APIs. If a new .NET API or a new version of existing APIs is released during the subscription peri...
The 19th International Cloud Expo has announced that its Call for Papers is open. Cloud Expo, to be held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, brings together Cloud Computing, Big Data, Internet of Things, DevOps, Digital Transformation, Microservices and WebRTC to one location. With cloud computing driving a higher percentage of enterprise IT budgets every year, it becomes increasingly important to plant your flag in this fast-expanding business opportuni...
DevOps at Cloud Expo – being held November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA – announces that its Call for Papers is open. Born out of proven success in agile development, cloud computing, and process automation, DevOps is a macro trend you cannot afford to miss. From showcase success stories from early adopters and web-scale businesses, DevOps is expanding to organizations of all sizes, including the world's largest enterprises – and delivering real results. Am...
To leverage Continuous Delivery, enterprises must consider impacts that span functional silos, as well as applications that touch older, slower moving components. Managing the many dependencies can cause slowdowns. See how to achieve continuous delivery in the enterprise.
DevOps at Cloud Expo, taking place Nov 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, is co-located with 19th Cloud Expo and will feature technical sessions from a rock star conference faculty and the leading industry players in the world. The widespread success of cloud computing is driving the DevOps revolution in enterprise IT. Now as never before, development teams must communicate and collaborate in a dynamic, 24/7/365 environment. There is no time to wait for long dev...
SYS-CON Events announced today that eCube Systems, a leading provider of middleware modernization, integration, and management solutions, will exhibit at @DevOpsSummit at 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. eCube Systems offers a family of middleware evolution products and services that maximize return on technology investment by leveraging existing technical equity to meet evolving business needs. ...
SYS-CON Events announced today Telecom Reseller has been named “Media Sponsor” of SYS-CON's 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Telecom Reseller reports on Unified Communications, UCaaS, BPaaS for enterprise and SMBs. They report extensively on both customer premises based solutions such as IP-PBX as well as cloud based and hosted platforms.
Ixia (Nasdaq: XXIA) has announced that NoviFlow Inc.has deployed IxNetwork® to validate the company’s designs and accelerate the delivery of its proven, reliable products. Based in Montréal, NoviFlow Inc. supports network carriers, hyperscale data center operators, and enterprises seeking greater network control and flexibility, network scalability, and the capacity to handle extremely large numbers of flows, while maintaining maximum network performance. To meet these requirements, NoviFlow in...
Enterprises have forever faced challenges surrounding the sharing of their intellectual property. Emerging cloud adoption has made it more compelling for enterprises to digitize their content, making them available over a wide variety of devices across the Internet. In his session at 19th Cloud Expo, Santosh Ahuja, Director of Architecture at Impiger Technologies, will introduce various mechanisms provided by cloud service providers today to manage and share digital content in a secure manner....