Terrace Inc. Closes Subscription Receipt Financing for Gross Proceeds of $15,000,000 in Connection With Qualifying Transactio...
July 22 2019 - 4:38PM
Apolo II Acquisition Corp. (the “
Corporation”), a
“capital pool company” pursuant to the policies of the TSX Venture
Exchange (the “
Exchange”), is pleased to announce
that in connection with the Corporation’s previously announced
proposed Qualifying Transaction (as such term is defined in Policy
2.4 – Capital Pool Companies of the Exchange’s Corporate Finance
Manual) (the “
Proposed Transaction”) with Terrace
Inc. (“
Terrace”), Terrace closed a private
placement of 30,000,000 subscription receipts of Terrace (the
“
Subscription Receipts”) at a price of $0.50 per
Subscription Receipt for aggregate gross proceeds of $15,000,000
(the “
Subscription Receipt Financing”).
Each Subscription Receipt will, in connection
with the completion of the Proposed Transaction and the
satisfaction of certain escrow release conditions, entitle the
holder to receive, without the payment of additional consideration
or taking of further action, one common share in the capital of
Terrace (a “Terrace Share”) which will immediately
be cancelled and a common share in the capital of the Corporation
following the completion of the Proposed Transaction (the
“Resulting Issuer”) will be issued as
consideration in accordance with the terms of the Proposed
Transaction.
In connection with the Subscription Receipt
Financing, PI Financial Corp., as lead agent, together with Sprott
Capital Partners LP (collectively, the “Agents”)
received a cash commission equal to 7% of the aggregate gross
proceeds raised by the Agents and were issued broker warrants
(each, a “Broker Warrant”) exercisable for that
number of Terrace Shares equal to 7% of the number of Subscription
Receipts raised by the Agents. The Agents also acted as advisors
under a concurrent non-brokered financing (the “Concurrent
Non-Brokered Financing”) comprising part of the
Subscription Receipt Financing. In connection with the Concurrent
Non-Brokered Financing, the Agents received an advisory fee of
$285,625 and were issued advisor warrants (each, an
“Advisor Warrant”) exercisable for 234,800 Terrace
Shares. In connection with the closing of the Proposed Transaction,
the Broker Warrants and Advisor Warrants will be exchanged for like
securities in the capital of the Resulting Issuer.
The Corporation is also pleased to announce that
it has filed with the Ontario Securities Commission and been
receipted for a preliminary non-offering prospectus, which forms
the disclosure document to be used by the Corporation in connection
with the Proposed Transaction. The preliminary prospectus is
available for review on the Corporation’s SEDAR profile.
FORWARD-LOOKING STATEMENTS
This press release contains certain
forward-looking statements, including statements about the
Corporation’s future plans and intentions and completion of the
Proposed Transaction. 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 press 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 press release, and the Corporation assumes no
obligation to update or revise them to reflect new events or
circumstances, except as required by law.
For further information please
contact:
Apolo II Acquisition Corp.Jeff Hergott,
Corporate SecretaryTelephone: 416.361.4783
The Exchange has in no way passed upon
the merits of the Proposed Transaction and has neither approved nor
disapproved the contents of this press release.
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