/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, April 8, 2016 /CNW/ - Terrace Energy
Corp. (the "Company" or "Terrace") (TSXV: TZR, OTCQX:
TCRRF; Germany: 2TR) today announced that, further to the
Company's previous press release dated March
31, announcing its restructuring plans, the Supreme Court of
British Columbia (the "Court") has
issued an interim order authorizing, among other things, a special
meeting (the "Meeting") of the holders (the "Noteholders") of its
outstanding 8% convertible unsecured notes due April 2, 2018 (the "Notes") to seek approval for
an arrangement (the "Arrangement") under the Business
Corporations Act (British
Columbia) (the "Act"), pursuant to which all of the issued
and outstanding Notes will be exchanged for new convertible secured
notes (the "New Notes") of the Company due April 2, 2021, which shall be governed by a new
trust indenture.
The Meeting is scheduled to be held on May 9, 2016 at 10:00
a.m. (Vancouver time) at
1000 Cathedral Place, 925 West Georgia Street, Vancouver, British Columbia, and the record
date for determining registered Noteholders entitled to receive
notice of and attend and vote at the Meeting is April 1, 2016. The Arrangement is subject
to court approval and approval by both a majority in number of
Noteholders and Noteholders representing 75% in value of the Notes
present, in person or by proxy, at the Meeting. All
Noteholders are encouraged to attend and vote their Notes either in
person or by proxy.
The TSX Venture Exchange ("TSX-V") has granted conditional
approval to list the New Notes, subject to fulfilling its customary
listing conditions.
Details regarding the terms of the Arrangement are set out in
the plan of arrangement and management information circular, which
will be available under the Company's profile on SEDAR at
www.sedar.com.
If the Arrangement is approved by Noteholders at the Meeting,
the Company will attend a hearing before the Court, currently
scheduled for May 11, 2016, to ask
the Court to grant a final order in respect of the
Arrangement. The Arrangement is also subject to customary
conditions, including, among others, the receipt of applicable
regulatory approvals, including any required approval of the TSX-V,
and the satisfaction of other customary closing conditions.
The Company currently anticipates that the Arrangement will be
completed on or about May 13,
2016.
Holders of 8% convertible unsecured notes issued in April and
June 2013 and due on April 2, 2018 (the "Old Notes") who did not
exchange such Old Notes for Notes pursuant to the plan of
arrangement completed by the Company in October 2014, will need to exchange their Old
Notes for Notes by 10:00 a.m.
(Vancouver time) on May 5, 2016 in order to have the right to attend
and vote at the meeting.
The Arrangement constitutes a "related party transaction" within
the meaning of Multilateral Instrument 61‐101 - Protection of
Minority Security Holders in Special Transactions ("MI 61‐101")
and Terrace has relied on the financial hardship exemption in
sections 5.5(g) and 5.7(e) of MI 61‐101 in respect of the valuation
and minority approval requirements therein, respectively.
This press release shall not constitute an offer or a
solicitation in any jurisdiction where such offer or solicitation
would be unlawful.
About Terrace Energy
Terrace Energy is an oil & gas development stage company
that is focused on unconventional oil extraction in onshore areas
of the United States with a
particular focus on South
Texas.
ON BEHALF OF THE BOARD OF DIRECTORS
"Dave Gibbs"
Dave Gibbs, President and Chief
Executive Officer
NEITHER THE TSX-V NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX-V) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Cautionary Statement and Forward-Looking Information
This press release includes forward-looking information and
forward-looking statements (together, "forward-looking
information") within the meaning of applicable Canadian and
United States securities laws.
Forward-looking information includes statements: regarding the
Company's beliefs and expectations regarding the completion and/or
timing of the transactions contemplated under the Arrangement; the
terms and conditions of the New Notes; the expected benefits of the
exchange of the outstanding Notes for the New Notes; and the
listing of the New Notes on the TSX-V. Users of forward-looking
information are cautioned that actual results may vary from the
forward-looking information disclosed in this press release. The
material risk factors that could cause actual results to differ
materially from the forward-looking information contained in this
press release include: the risk that the Company will be unable to
obtain all necessary court, Noteholder, regulatory or other
approvals for the Arrangement; no market may develop for trading
the New Notes or such market may lack liquidity; the trustee under
the indenture to govern the New Notes may fail to efficiently
administer the New Notes or effectively act on behalf of the
holders thereof; and other risks and uncertainties described under
the heading "Risk Factors" and elsewhere in the Company's most
recent Annual Information Form and other documents filed with
Canadian securities regulators at www.sedar.com.
Readers are cautioned that the assumptions used in the
preparation of forward-looking information, although considered
reasonable at the time of preparation, may prove to be imprecise
and, as such, undue reliance should not be placed on
forward-looking information. The material assumptions used to
develop the forward-looking information include: that the Company
will obtain all necessary consents and approvals, including any
necessary court, Noteholder and/or regulatory approval, including
the TSX-V for the Arrangement; the trustee under the indenture to
govern the New Notes will fulfill its duties and responsibilities
thereunder; that the Company will obtain TSX-V approval for the
listing of the New Notes; and that other conditions under the plan
of arrangement will be fulfilled or waived.
The Company does not assume the obligation to update any
forward-looking information, except as required by applicable
law.
SOURCE Terrace Energy Corp.