VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 4, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Terrace Energy Corp. (the "Company") (TSX VENTURE:TZR)(OTCQX:TCRRF)(FRANKFURT:2TR) is pleased to announce it has completed a non-brokered private placement of convertible, unsecured promissory notes in the aggregate principal amount of $11,755,000 (the "Notes"). The terms of a convertible note offering in the maximum amount of $15,000,000 (the "Offering") were previously disclosed in a press release dated May 6, 2013. The Company intends to carry out the balance of the Offering in due course.
The Notes and any shares issued upon the conversion thereof are subject to a hold period and may not be traded until October 4, 2013 except as permitted by applicable securities legislation and the rules and policies of the TSX Venture Exchange. The Notes are non-transferable unless otherwise agreed by the Company.
The Company paid a 5% finder's fee to certain eligible brokers, in an aggregate amount of $461,500, in connection with the private placement.
A director of the Company purchased Notes in the aggregate principal amount of $1,750,000. The Company 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 and the participation therein by related parties of the Company were not settled until shortly prior to closing and the Company wished to close the private placement on an expedited basis for sound business reasons.
The proceeds from the sale of the Notes will be used to fund current and proposed financial commitments and for general working capital purposes.
About Terrace Energy
Terrace Energy is an oil & gas development stage company that is focused on unconventional oil & gas extraction in onshore areas of the United States, particularly in Southern Texas.
ON BEHALF OF THE BOARD OF DIRECTORS
Eric Boehnke, Chief Executive Officer
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available. Any public offering of securities in the United States must be made by means of a prospectus that contains detailed information about the Company and its management, as well as financial statements.
Statements in this news release relating to the Company's intention to carry out the balance of the Offering are forward-looking statements or information that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks relating to: availability of capital and financing required to complete the Offering; general economic, market or business conditions; timeliness of government or regulatory approvals and other risks detailed from time to time in the filings made by the Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable securities legislation.
For further information please contact: terrace@terraceenergy.net
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
