Terrace Global Inc. Announces Completion of Its Qualifying Transaction
TORONTO, Nov. 14, 2019 (GLOBE NEWSWIRE) — Terrace Global Inc. (“Terrace Global” or the “Corporation”), formerly Apolo II Acquisition Corp. (“Apolo”), is pleased to announce the completion of its qualifying transaction (the “Qualifying Transaction”).
Trading in the common shares of Apolo was previously halted on November 12, 2018 at the request of Apolo upon announcement of the Qualifying Transaction. Trading in the common shares of the Corporation (the “Resulting Issuer Shares”) is expected to commence on the TSX Venture Exchange (the “TSXV”) at market open on Monday, November 18, 2019 under the symbol “TRCE”, following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.Pursuant to the terms of the Qualifying Transaction, Apolo acquired all of the issued and outstanding shares (the “Terrace Shares”) of Terrace Inc. (“Terrace”), with the former shareholders of Terrace receiving one common share of Apolo for each Terrace Share held (the “Exchange Ratio”). Immediately prior to the closing of the Qualifying Transaction, Apolo consolidated its shares on a 2.5-for-one basis and changed its name to “Terrace Global Inc.” Terrace subsequently amalgamated with a wholly-owned subsidiary of Apolo, with the amalgamating company continuing as a wholly-owned subsidiary of the Corporation.The Qualifying Transaction constitutes a reverse take-over, as the former shareholders of Terrace now own (on a non-diluted basis) approximately 97.2% of the outstanding Resulting Issuer Shares immediately after the closing of the Qualifying Transaction. The board of directors of Terrace Global consists of five new directors comprised of the following persons: Stephen Arbib, Michael Galego, Vincent Gasparro, Francisco Ortiz von Bismarck and Dennis Mills. In addition, Francisco Ortiz von Bismarck will serve as Chief Executive Officer of Terrace Global. The completion of the Qualifying Transaction has received final approval of the TSXV.After giving effect to the Qualifying Transaction, there are 167,340,956 Resulting Issuer Shares issued and outstanding (on a non-diluted basis). In addition, there are an aggregate of 476,000 options to purchase Resulting Issuer Shares, 754,200 broker warrants to purchase Resulting Issuer Shares and 200,000 agent options to purchase Resulting Issuer Shares.As a result of the Qualifying Transaction, Francisco Ortiz von Bismarck, Michael Galego and Goldman Ventures Inc., acquired direct beneficial ownership of Resulting Issuer Shares being approximately 27.9%, 13.4% and 10.5% of the issued and outstanding Resulting Issuer Shares, respectively. Prior to completion of the Qualifying Transaction, Michael Galego, on a post-Consolidation basis, held 360,000 common shares of the Corporation representing approximately 7.6% of the common shares of the Corporation then issued and outstanding. Francisco Ortiz von Bismarck and Goldman Ventures Inc. held no securities of the Company prior to the completion of the Qualifying Transaction.Mr. Ortiz von Bismarck, Mr. Galego and Goldman Ventures Inc. each hold and control their respective Resulting Issuer Shares for investment purposes and only and each may increase or decrease their beneficial ownership or control over the Resulting Issuer Shares from time to time depending on market or other conditions and to the extent deemed advisable in light of each of their respective general investment strategies.Reference is also made to Apolo’s news releases dated November 13, 2018, July 17, July 22 and September 23, 2019 for additional information relating to Apolo, Terrace and the Qualifying Transaction. Readers are also referred to the final non-offering prospectus of Apolo dated November 7, 2019 which was prepared in accordance with the requirements of the TSXV and filed under Terrace Global’s issuer profile on SEDAR at www.sedar.com.Terrace Global also announced today that it has retained PI Financial Corp. (“PI Financial”) to provide market making services in accordance with the applicable TSXV policies. PI Financial will trade the securities of Terrace Global on the TSXV for the purposes of maintaining an orderly market. In consideration of the services provided by PI Financial, the Corporation will pay PI Financial a monthly cash fee of $5,000 per month for a minimum term of three months and renewable thereafter. Terrace Global and PI Financial are unrelated and unaffiliated entities. PI Financial will not receives common shares or options as compensation. The capital used for the market making will be provided by PI Financial.Further InformationFor further information regarding Terrace Global or the Qualifying Transaction, please contact:Terrace Global Inc.
Francisco Ortiz von Bismarck, CEO and Director
E-mail: fortizvonbismarck@terraceglobal.caInvestors are cautioned that, except as disclosed in the non-offering prospectus to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.FORWARD-LOOKING STATEMENTSThis news release contains certain forward-looking statements, including, but not limited to, statements about the Corporation’s future plans and intentions and the listing of the Resulting Issuer Shares on the TSXV. 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.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.
Trading in the common shares of Apolo was previously halted on November 12, 2018 at the request of Apolo upon announcement of the Qualifying Transaction. Trading in the common shares of the Corporation (the “Resulting Issuer Shares”) is expected to commence on the TSX Venture Exchange (the “TSXV”) at market open on Monday, November 18, 2019 under the symbol “TRCE”, following the issuance by the TSXV of its final bulletin in respect of the Qualifying Transaction.Pursuant to the terms of the Qualifying Transaction, Apolo acquired all of the issued and outstanding shares (the “Terrace Shares”) of Terrace Inc. (“Terrace”), with the former shareholders of Terrace receiving one common share of Apolo for each Terrace Share held (the “Exchange Ratio”). Immediately prior to the closing of the Qualifying Transaction, Apolo consolidated its shares on a 2.5-for-one basis and changed its name to “Terrace Global Inc.” Terrace subsequently amalgamated with a wholly-owned subsidiary of Apolo, with the amalgamating company continuing as a wholly-owned subsidiary of the Corporation.The Qualifying Transaction constitutes a reverse take-over, as the former shareholders of Terrace now own (on a non-diluted basis) approximately 97.2% of the outstanding Resulting Issuer Shares immediately after the closing of the Qualifying Transaction. The board of directors of Terrace Global consists of five new directors comprised of the following persons: Stephen Arbib, Michael Galego, Vincent Gasparro, Francisco Ortiz von Bismarck and Dennis Mills. In addition, Francisco Ortiz von Bismarck will serve as Chief Executive Officer of Terrace Global. The completion of the Qualifying Transaction has received final approval of the TSXV.After giving effect to the Qualifying Transaction, there are 167,340,956 Resulting Issuer Shares issued and outstanding (on a non-diluted basis). In addition, there are an aggregate of 476,000 options to purchase Resulting Issuer Shares, 754,200 broker warrants to purchase Resulting Issuer Shares and 200,000 agent options to purchase Resulting Issuer Shares.As a result of the Qualifying Transaction, Francisco Ortiz von Bismarck, Michael Galego and Goldman Ventures Inc., acquired direct beneficial ownership of Resulting Issuer Shares being approximately 27.9%, 13.4% and 10.5% of the issued and outstanding Resulting Issuer Shares, respectively. Prior to completion of the Qualifying Transaction, Michael Galego, on a post-Consolidation basis, held 360,000 common shares of the Corporation representing approximately 7.6% of the common shares of the Corporation then issued and outstanding. Francisco Ortiz von Bismarck and Goldman Ventures Inc. held no securities of the Company prior to the completion of the Qualifying Transaction.Mr. Ortiz von Bismarck, Mr. Galego and Goldman Ventures Inc. each hold and control their respective Resulting Issuer Shares for investment purposes and only and each may increase or decrease their beneficial ownership or control over the Resulting Issuer Shares from time to time depending on market or other conditions and to the extent deemed advisable in light of each of their respective general investment strategies.Reference is also made to Apolo’s news releases dated November 13, 2018, July 17, July 22 and September 23, 2019 for additional information relating to Apolo, Terrace and the Qualifying Transaction. Readers are also referred to the final non-offering prospectus of Apolo dated November 7, 2019 which was prepared in accordance with the requirements of the TSXV and filed under Terrace Global’s issuer profile on SEDAR at www.sedar.com.Terrace Global also announced today that it has retained PI Financial Corp. (“PI Financial”) to provide market making services in accordance with the applicable TSXV policies. PI Financial will trade the securities of Terrace Global on the TSXV for the purposes of maintaining an orderly market. In consideration of the services provided by PI Financial, the Corporation will pay PI Financial a monthly cash fee of $5,000 per month for a minimum term of three months and renewable thereafter. Terrace Global and PI Financial are unrelated and unaffiliated entities. PI Financial will not receives common shares or options as compensation. The capital used for the market making will be provided by PI Financial.Further InformationFor further information regarding Terrace Global or the Qualifying Transaction, please contact:Terrace Global Inc.
Francisco Ortiz von Bismarck, CEO and Director
E-mail: fortizvonbismarck@terraceglobal.caInvestors are cautioned that, except as disclosed in the non-offering prospectus to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.FORWARD-LOOKING STATEMENTSThis news release contains certain forward-looking statements, including, but not limited to, statements about the Corporation’s future plans and intentions and the listing of the Resulting Issuer Shares on the TSXV. 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.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.