Shareholders Approve Business Combination of Five Capital Pool Companies and Transaction Closing Details Are Finalized
May 25 2009 - 1:20PM
Marketwired Canada
Terrace Resources Inc. (TSX VENTURE:TER.P) ("Terrace"), Bowram Energy Inc. (TSX
VENTURE:BRO.P) ("Bowram"), Woodbridge Energy Ltd. ("Woodbridge") (TSX
VENTURE:WMD.P), Chinook Capital Corp. (TSX VENTURE:CNK.P) ("Chinook") and
Fortriu Capital Corp. (TSX VENTURE:FTC.P) ("Fortriu") (collectively, the
"Companies") are pleased to announce that the Companies have received all
necessary shareholder approvals of the business combination transaction (the
"Business Combination") involving the Companies as described in the joint news
release dated March 30, 2009 and the joint information circular of the Companies
dated March 23, 2009.
The primary purpose for the Business Combination is to aggregate the Companies'
capital in one entity so that a qualifying transaction can be pursued with
significant funding on hand during a renewed two year period.
Terrace Share Consolidation
As the first step to completing the Business Combination pursuant to the
Business Combination Agreement among the Companies, Terrace will effect a
consolidation of its 18,000,000 issued and outstanding common shares on the
basis of 0.58614 post-consolidation shares for every one (1) pre-consolidation
share, which will result in a total of 10,550,520 issued and outstanding common
shares after giving effect to the consolidation. The consolidation ratio was
calculated on the basis of Terrace's net cash of $1,055,053 as at April 30, 2009
(before transaction costs) in accordance with the terms of the Business
Combination Agreement.
As a result of the consolidation, the 400,000 outstanding broker warrants of
Terrace exercisable to purchase common shares at a price of $0.10 per share with
an expiry date of July 16, 2010 will be adjusted to broker warrants exercisable
to purchase 234,456 post-consolidation Terrace shares at a price of $0.17 per
share. In connection with the Business Combination, all outstanding stock
options of the Companies, including Terrace, will be cancelled.
The consolidation remains subject to final acceptance by the TSX Venture
Exchange (the "Exchange") and will be effective as of a date set out in an
Exchange Bulletin to be issued on or about May 28, 2009. Terrace's name will not
be changed in conjunction with the consolidation.
Private Placement
Following completion of the Terrace share consolidation, Bowram, Woodbridge,
Chinook and Fortriu (the "Investing CPCs") will complete a private placement
(the "Private Placements") of post-consolidated Terrace shares at a price of
$0.10 per share on the basis of each Investing CPC's net cash as at April 30,
2009 calculated in accordance with the terms of the Business Combination
Agreement. Details of the Private Placements are set forth in the table under
"Distribution of Terrace Shares" below.
The Private Placements are scheduled to complete on or about June 2, 2009
subject to final acceptance by the Exchange.
Distribution of Terrace Shares
Pursuant to the terms of the Business Combination Agreement, the Investing CPCs
will each distribute (the "Distributions") the Terrace shares acquired under its
Private Placement (the "Distribution Shares") to its shareholders (other than
any U.S. shareholders) on a pro rata basis. The record date for determining
shareholders of the Investing CPCs entitled to receive Distribution Shares under
the Distributions will be the date of closing of the Private Placements.
This news release shall not constitute an offer to sell or the solicitation of
an offer to buy, nor shall there be any sale of the Distribution Shares in any
state or jurisdiction, including the United States, in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. Any public offering
of securities to be made in the United States can only be made pursuant to an
effective registration statement. The Distribution Shares have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act"), or under any state securities laws, and may not be
offered, sold or otherwise transferred in the United States, or to or for the
account or benefit of any U.S. persons (as defined in Regulation S under the US
Securities Act). Accordingly, any U.S. shareholders of the Companies will not be
eligible to receive such Distribution Shares. Brokers, dealers or other
intermediaries who receive Distribution Shares that would otherwise be
deliverable to U.S. shareholders under the Business Combination will be
requested to sell those shares for the accounts of such U.S. shareholders and to
deliver any net proceeds of sale to those U.S. shareholders.
The following table sets forth details of the Private Placements and the
Distributions:
---------------------------------------------------------------------------
Amount to Percentage
be Invested of
in Private Number of Number of Outstanding
Placement Terrace Outstanding Approx. Terrace
(Net Cash Shares to Shares of Exchange Shares on
as at be acquired Investing Ratio for completion
April 30, under the CPC as at Distribution of Business
Investing 2009) Private the date of Terrace Combination
CPC (1) Placement hereof Shares (2)
---------------------------------------------------------------------------
Bowram $945,882 9,458,820 17,900,000 0.53 30.6%
---------------------------------------------------------------------------
Woodbridge $366,798 3,667,980 8,500,000 0.43 11.9%
---------------------------------------------------------------------------
Chinook $395,367 3,953,670 7,000,000 0.56 12.8%
---------------------------------------------------------------------------
Fortriu $325,085 3,250,850 5,900,000 0.55 10.5%
---------------------------------------------------------------------------
(1) The net cash amounts exclude transaction costs.
(2) On completion of the Business Combination, Terrace is expected to have
30,881,840 issued and outstanding common shares, approximately
18,200,000 of which will be subject to escrow under the policies of the
Exchange.
As required by the Exchange, 90% of all cash held by Terrace at the closing of
the Business Combination will be placed in trust, subject to either being
released to Terrace upon the completion of a qualifying transaction or returned
to the shareholders of Terrace if it does not complete a qualifying transaction
within 24 months after the closing of the Business Combination.
Following the completion of the Distributions, the Investing CPCs will dissolve
under the provisions of the Business Corporations Act (British Columbia). It is
anticipated the Investing CPCs will be dissolved on or about June 4, 2009.
At the meeting of Terrace shareholders, Bill McCartney, David Boehm and Murray
Oliver were elected as directors of Terrace who will continue as directors
following the completion of the Business Combination. Mr McCartney has been
appointed as the Chief Executive Officer and Chief Financial Officer of Terrace
and Paul Visosky has been appointed the Corporate Secretary. Please refer to the
joint information circular dated March 23, 2009 for further details (available
at www.sedar.com).
Trading in the Companies' shares remains halted by the Exchange until the
completion of all steps under the Business Combination.
ON BEHALF OF THE BOARDS OF DIRECTORS OF:
Terrace Resources Inc.
William Hayden, Chief Executive Officer
Bowram Energy Inc.
David Winter, Chief Executive Officer
Woodbridge Energy Ltd.
Eric Boehnke, Chief Executive Officer
Chinook Capital Corp.
Paul Clough, Chief Executive Officer
Fortriu Capital Corp.
Aaron Keay, Chief Executive Officer
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