Toronto, Ontario–(Newsfile Corp. – December 21, 2020) – Terrace Global Inc. (TSXV: TRCE) (“Terrace Global” or the “Company“) is pleased to announce that the Ontario Superior Court of Justice has issued a final order approving the previously announced plan of arrangement under the Business Corporations Act (Ontario) with The Flowr Corporation (TSXV: FLWR) (“Flowr“), pursuant to which Flowr will acquire all of the issued and outstanding common shares of Terrace Global (the “Arrangement“).
In connection with closing of the Arrangement, trading in the common shares of Terrace Global (“Terrace Shares“) on the TSX Venture Exchange (“TSXV“) shall be halted as of noon on December 21, 2020.
In addition, certain directors and officers of Terrace Global have agreed to accept a portion of their change of control payments due upon completion of the Arrangement in Terrace Shares, which will result in Terrace Global issuing an aggregate of 3,346,613 Terrace Shares to such directors and officers at a deemed price of $0.2188 per Terrace Share concurrently with closing of the Arrangement. Each such Terrace Share will then be exchanged for 0.4973 of a common share of Flowr in accordance with the terms of the Arrangement.
Completion of the Arrangement is subject to certain closing conditions customary in transactions of this nature. Provided that all closing conditions are satisfied or waived, Terrace Global expects the Arrangement to be completed on or about December 22, 2020, following which the Terrace Shares will be de-listed from the TSXV.
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.
Forward-looking Statements
This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations of management of Terrace Global regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied, the anticipated halt in trading of the common shares of Terrace Global, and the timing for completing the Arrangement. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.
Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement entered into among Flowr and the Company dated October 19, 2020, as amended November 16, 2020.
Additional risks and uncertainties regarding Terrace Global are described in its publicly available disclosure documents, as filed by Terrace Global on SEDAR (www.sedar.com) except as updated herein. This forward-looking information represents management’s views as of the date of this press release. While subsequent events and developments may cause such views to change, Terrace Global does not intend to update this forward-looking information, except as required by applicable securities laws.
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.
For further information:
For further information regarding Terrace Global, please contact:
Terrace Global Inc.
Francisco Ortiz von Bismarck, CEO and Director
E-mail: [email protected]
Website: www.terraceglobal.ca
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.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/70689