Teras Issues Final Tranches of Shares to Consolidated Pursuant to Earn-In Agreements


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TSX.V:TRA
06/05/2014 [ACCESSWIRE]

Calgary, AB / ACCESSWIRE / June 5, 2014 / Teras Resources Inc. ("Teras" or the "Company") (TSXV: TRA): Teras announces that, further to the previous news releases of Teras dated September 29, 2011, September 14, 2011, February 16, 2011 and June 22, 2010, pursuant to the terms of two earn-in agreements (collectively, the "Earn-In Agreements") entered into between Teras and Consolidated Goldfields Corporation ("Consolidated") dated February 10, 2010, and September 14, 2011, respectively, in respect of the Cahuilla project, Teras has issued an aggregate of 15,300,000 common shares to Consolidated. The common shares were issued at a deemed price of $0.20 per share and a subject to a four month and one day hold period from the date of issuance. Although Consolidated previously confirmed that Teras had earned 100% of Consolidated's interest in the Cahuilla project, the common shares were issued at this time at the request of Consolidated.

In addition, pursuant to the Earn-In Agreements, Consolidated has transferred the majority interest in respect of the Cahuilla project to Teras. The remaining interest pursuant to the Earn-In Agreements will be transferred to Teras in the very near future.

Teras has today granted 1.9 million options to purchase common shares of the Company to directors, officers, and consultants of the Company in accordance with the Company's stock option plan. The options have an exercise price of $0.20 per share and will vest over an 18 month period releasing as to 1/6 every 3 months. The expiry date of the options will be 5 years from the date of issuance, being June 5th, 2019.

"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)."

About Teras

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 and volcanic host rocks with numerous sheeted high-grade quartz veins. Teras filed a NI 43-101 compliant 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 class 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 silver ounces to 1 gold ounce.

Dale A Vitone P. Eng., registered with the Association of Professional Engineers of Ontario, Alberta and Northwest Territories and a director of 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. Mr. Vitone has reviewed and verified the mining scientific and technical information contained in this news release.

For further project and corporate information, contact:

Teras Resources Inc.

Peter Leger, President

(403) 852-0644

Email: pleger@teras.ca

Website: www.teras.ca

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 are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", "goals", " expects" or "does not expect", "proposed", "potential", "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 transfer, and the time of the transfer of Consolidated's legal interest in the Cahuilla project to Teras; the potential of the Company's Cahuilla project to develop into a mining operation; and Teras' goals for the Cahuilla project. 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, Teras' understanding of the transfer process for the transfer of Consolidated's legal interest in the Cahuilla project; the actual results of exploration projects and current exploration programs being equivalent to or better than estimated results in technical reports or prior exploration results; and future costs and expenses being based on historical costs and expenses, adjusted for inflation. 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. A description of other assumptions used to develop such forward-looking information and a description of other risk factors that may cause actual results to differ materially from forward-looking information can be found in the Company's disclosure documents on the SEDAR website at www.sedar.com. 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.

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