DRI Xiana Mining, Inc.

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. 


FOR FURTHER INFORMATION PLEASE CONTACT: 
Terreno Resources Corp.
Richard Patricio
Director
416.941.1071
www.terrenoresources.com

Xiana Mining, Inc. (TSXV:DRI)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

Xiana Mining, Inc. (TSXV:DRI)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024