NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, July 22, 2019 (GLOBE NEWSWIRE) -- 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.
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 Secretary
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.