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TORONTO, ONTARIO – September 9, 2020 – Terrace Global Inc. (“Terrace Global” or the “Corporation”) (TSXV: TRCE) is pleased to announce today that it has closed the previously announced non-brokered private placement (the “Private Placement”) of 120,000,000 subscription receipts (the “Subscription Receipts”) at an issue price of $0.125 per Subscription Receipt (the “Issue Price”) for aggregate gross proceeds of $15,000,000.
“We are extremely pleased to be able to close this Private Placement which significantly bolsters our balance sheet. At a time when many of our peers are operating with constrained capital resources, we are in the fortunate position of having significant cash on our balance sheet without any debt,” commented Francisco Ortiz von Bismarck, Chief Executive Officer of the Corporation. “These additional funds will allow us to seek out additional strategic partners and pursue strategic alternatives that we believe will result in significant shareholder value.”
The Subscription Receipts were issued pursuant to a subscription receipt agreement (the “Subscription Receipt Agreement”) between the Corporation and Computershare Trust Company of Canada as subscription receipt agent. Pursuant to the Subscription Receipt Agreement, each Subscription Receipt will, in connection with the satisfaction of certain escrow release conditions (the “Escrow Release Conditions”), including, among others, the entering into a definitive agreement with respect to the acquisition of a Canadian licensed producer of cannabis and/or in connection with certain other merger, acquisition or disposition transactions (the “Proposed Transaction”), entitle the holder to receive, without the payment of additional consideration or taking of further action, one common share in the capital of Terrace Global (a “Common Share”). Pursuant to the Subscription Receipt Agreement, the gross proceeds from the Private Placement (the “Escrowed Funds”) will be held in escrow pending satisfaction of the Escrow Release Conditions. If the Escrow Release Conditions have not been satisfied on or prior to March 9, 2021, the holders of Subscription Receipts will receive a cash amount equal to the Issue Price plus any interest that has been earned on the Escrowed Funds.
Upon satisfaction of the Escrow Release Conditions, the net proceeds from the Private Placement will be used by the Corporation to develop and/or acquire interest in cannabis licenses globally, for potential strategic opportunities and for general corporate purposes.
All securities issued pursuant to the private placement will be subject to a four month hold period. The Private Placement is subject to the final approval of the TSX Venture Exchange (the “TSXV”).
The securities being offered pursuant to the Private Placement have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any U.S. state securities laws and may not be offered or sold in the United States absent registration or an available exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, such securities being offered pursuant to the Offering in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Certain insiders of the Corporation acquired an aggregate of 45,800,000 Subscription Receipts under the Private Placement. The participation by such persons in the Private Placement is considered a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Holders in Special Transactions (“MI 61-101”). The Corporation 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 Private Placement by insiders does not exceed 25% of the market capitalization of the Corporation, as determined in accordance with MI 61-101. The Corporation did not file a material change report more than 21 days before the expected closing of the Private Placement, as the details of the Private Placement were not settled until, or close to, the closing date of the Private Placement.
Stephen Arbib has acquired beneficial ownership or control or direction of an aggregate 37,228,800 Subscription Receipts (representing approximately 12.96% of the class of outstanding Common Shares on a partially diluted basis assuming exchange of all the outstanding Subscription Receipts into Common Shares upon satisfaction of the Escrow Release Conditions).
Immediately prior to the completion the Private Placement, Mr. Arbib owned or controlled 15,720,000 Common Shares (representing 9.39% of the class prior to the completion of the Private Placement on an undiluted basis). Immediately following completion of the Private Placement, Mr. Arbib now owns or controls 15,720,000 Common Shares (representing 9.39% of the class on an undiluted basis) and 37,228,800 Subscription Receipts exchangeable into Common Shares (together with the Common Shares, representing approximately 18% of the class on a partially diluted basis assuming exchange of all the outstanding Subscription Receipts into Common Shares upon satisfaction of the Escrow Release Conditions).
Mr. Arbib acquired the Subscription Receipts for investment purposes in a private transaction and not through the facilities of any marketplace.
Goldman Ventures Inc. has acquired beneficial ownership or control or direction of an aggregate 8,000,000 Subscription Receipts (representing 2.78% of the class of outstanding Common Shares on a partially diluted basis assuming exchange of all the outstanding Subscription Receipts into Common Shares upon satisfaction of the Escrow Release Conditions).
Immediately prior to the completion the Private Placement, Goldman Ventures Inc. owned or controlled 17,500,000 Common Shares (representing 10.45% of the class prior to the completion of the Private Placement on an undiluted basis). Immediately following completion of the Private Placement, Goldman Ventures Inc. now owns or controls 17,500,000 Common Shares (representing 10.45% of the class on an undiluted basis) and 8,000,000 Subscription Receipts exchangeable into Common Shares (together with the Common Shares, representing 8.87% of the class on a partially diluted basis assuming exchange of all the outstanding Subscription Receipts into Common Shares upon satisfaction of the Escrow Release Conditions).
Goldman Ventures Inc. acquired the Subscription Receipts for investment purposes in a private transaction and not through the facilities of any marketplace.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed on SEDAR (www.sedar.com) containing additional information with respect to the foregoing matters.
About Terrace Global
Terrace Global is a multi-country operator (MCO) led by experienced cannabis entrepreneurs focused on the development and acquisition of international cannabis assets. Terrace Global’s focus is on federally legal jurisdictions with existing domestic demand, low cost inputs and approved for exportation.
This news release contains certain forward-looking statements, including with respect to the closing of the Private Placement, but not limited to, statements about the Corporation’s future plans and intentions. Wherever possible, words such as “may”, “will”, “should”, “could”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict” or “potential” or the negative or other variations of these words, or similar words or phrases, have been used to identify these forward-looking statements. These statements reflect management’s current beliefs and are based on information currently available to management as at the date hereof. There can be no assurance that a Proposed Transaction or the respective terms of such Proposed Transaction will be completed and as such there is no assurance that the Escrow Release Conditions will be satisfied.
Forward-looking statements involve significant risk, uncertainties and assumptions. Many factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and readers should not place undue reliance on the forward-looking statements. Although the forward-looking statements contained in this news release are based upon what management believes to be reasonable assumptions, the Corporation cannot assure readers that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this news release, and the Corporation assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.
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.
Terrace Global Inc.
Francisco Ortiz von Bismarck, CEO and Director