NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES
TORONTO, Nov. 13, 2018 (GLOBE NEWSWIRE) -- Apolo II Acquisition Corp. ("Apolo" or the
"Corporation") (TSXV: APII.P) is pleased to announce that it has entered into a binding letter of intent dated
November 12, 2018 (the "Letter of Intent") with Terrace Inc. ("Terrace") pursuant to which Apolo
will acquire all of the issued and outstanding common shares in the capital of Terrace (the "Terrace Common
Shares") upon the terms and conditions to be set out in a definitive agreement (the "Proposed
Transaction").
Apolo is a Capital Pool Company ("CPC") and intends the Proposed Transaction to constitute its
Qualifying Transaction (the "Qualifying Transaction") under the policies of the TSX Venture Exchange (the
"Exchange").
INFORMATION ON Terrace
Terrace was incorporated pursuant to the provisions of the OBCA on August 28, 2018. Terrace's head office is
located at 365 Bay Street, Suite 800, Toronto, Ontario. Terrace is a Canadian company focused on the development and acquisition of
international cannabis assets.
Terrace has an option to acquire 100% of the shares of Oransur, S.A., a Uruguayan corporation holding a hemp
production license ("Oransur"), and 33.75% of the shares of Faises, S.A., a Uruguayan corporation holding a
recreational cannabis production license ("Faises"), upon receipt of the approval of the Instituto de Regulación y
Control del Cannabis ("IRCCA").
Oransur
Oransur is the holder of hemp license in Uruguay. It leases farms across Uruguay to cultivate various crops with
proprietary and imported genetics. Its current operation is 60 hectares and located in Florida, Uruguay, with the ability to expand
its production area to 500 hectares.
Faises
Faises has one of two licenses in Uruguay to produce and distribute recreational cannabis through approved
pharmacies. Its current production capacity is two tonnes per year, with an option to increase to four tonnes. The Faises land is
owned by Uruguayan State and leased by Faises. Its producing greenhouse is located in San José, one hour from Carrasco
International Airport.
BACKGROUND
The Letter of Intent provides that Apolo and Terrace will negotiate and enter into a definitive agreement in
respect of the Proposed Transaction (the "Definitive Agreement"). Once entered into, the Definitive Agreement
shall supersede the Letter of Intent. Pursuant to the Letter of Intent, Apolo will acquire all of the issued and outstanding
Terrace Common Shares by way of a "three-cornered amalgamation" pursuant to the provisions of the Business Corporations
Act (Ontario) (the "OBCA").
The Proposed Transaction will constitute a reverse take-over of Apolo by Terrace where the existing shareholders
of Terrace will own, assuming completion of the QT Financing (as defined hereafter), a majority of the outstanding Apolo Common
Shares. The final structure of the Proposed Transaction is subject to receipt of tax, corporate and securities law advice for both
Apolo and Terrace.
THE QUALIFYING TRANSACTION
The holders of the issued and outstanding Terrace Common Shares shall receive one post-Consolidation (as defined
below) common shares in the capital of Apolo (each, an "Apolo Common Share") for each Terrace
Common Share held (the "Exchange Ratio").
On or immediately prior to the completion of the Proposed Transaction, it is anticipated that: (i) Apolo will
effect a name change to such name as may be determined by Apolo and Terrace (the "Resulting Issuer"); and (ii)
Apolo will consolidate its common shares on the basis of one "new" share for every 2.5 "old" shares issued and outstanding (the
"Consolidation").
Completion of the Proposed Transaction will be subject to a number of conditions including completion of the
Consolidation and the QT Financing, shareholder approval, if required, completion or waiver of sponsorship, receipt of all required
regulatory approvals, including the approval of the Exchange, completion of satisfactory due diligence reviews, satisfaction of all
initial listing requirements of the Exchange and all requirements under the policies of the Exchange relating to the completion of
the Proposed Transaction, and execution of the Definitive Agreement.
Sponsorship of a Qualifying Transaction of a CPC is required by the Exchange unless exempt in accordance with
Exchange policies or waived by the Exchange. The Proposed Transaction may require sponsorship and Apolo plans to provide a news
release update should a sponsor be retained. Apolo's shares will be halted from trading as a result of the announcement of the
Proposed Transaction. Apolo expects that trading in its Apolo Common Shares will remain halted pending closing of the Qualifying
Transaction. The Apolo Common Shares may trade sooner, only upon Exchange approval and the filing of required materials with the
Exchange as contemplated by Exchange policy.
Terrace FINANCING
In conjunction with the Proposed Transaction, the parties have agreed that Terrace may complete a financing of
Terrace Common Shares prior to the closing of the Proposed Transaction upon terms yet to be determined (the "QT
Financing").
Terrace would use the net proceeds from the QT Financing to build out its production and extraction assets in
Uruguay, to complete the acquisition of certain assets, including in Colombia and Spain, and for working capital.
PROPOSED DIRECTORS OF THE RESULTING ISSUER
Subject to applicable shareholder and Exchange approval, on completion of the Proposed Transaction, the board of
directors of the Resulting Issuer will be comprised of the following individuals:
Francisco Ortiz von Bismarck
Francisco Ortiz von Bismarck is an international entrepreneur and founder of Terrace, who brings extensive
investment experience across Europe and South America. Mr. von Bismarck has founded several companies over the span of his career.
In 2006, he co-founded the "Spanish Facebook", 'Tuenti', which was sold to Telefonica in 2010. Francisco holds a Bachelor Degree in
Economics from Harvard University.
Vincent Gasparro
Vincent Gasparro has over eleven years of private equity experience. Mr. Gasparro has completed acquisitions in
the manufacturing and retail sectors. Since June 2010 to April 2017, Mr. Gasparro has served as Managing Director at The Green
Tomorrow Fund, where he has been investing in and financing renewable energy projects as well as revenue generating green
businesses. Prior to that, Mr. Gasparro was a Senior Associate as Succession Capital Corp. Mr. Gasparro has a B.A. (Honours) from
York University and an MBA from Villanova University.
Maxim Zavet
Max Zavet is a lawyer, entrepreneur, and prolific cannabis professional. As CEO of Robes Cannabis, Mr. Zavet has
taken his entrepreneurial passion and love for the plant and transformed it into a business dedicated to helping others. Building
upon his experience as a medical cannabis patient and as founding partner of Emblem Corp. Mr. Zavet is dedicated to cultivating the
highest quality, unique cannabis products for both medical and recreational purposes. Mr. Zavet is Toronto-based and holds a J.D.
from the University of Windsor Law School.
Dennis Mills
Mr. Mills was a director of Pacific Rubiales Energy Corp. and was Vice Chairman and Chief Executive Officer of
MI Developments Inc. from 2004 to 2011, and a Vice President at Magna International from 1984 to 1987. Mr. Mills served as a Member
of Parliament in Canada's federal parliament from 1988 to 2004. His positions in the federal parliament included: Parliamentary
Secretary to the Minister of Industry (1993 to 1996). He is currently on the boards of Hut 8 Mining Corp. (TSXV – HUT) and CGX
Energy Inc. (TSV – OYL).
ADDITIONAL TERMS
A comprehensive news release with further particulars relating to the Proposed Transaction, financial
particulars, descriptions of the proposed management of the Resulting Issuer and QT Financing will follow in accordance with the
policies of the Exchange.
All information contained in this news release with respect to Apolo and Terrace was supplied by the parties
respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any
information concerning the other party.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities in
any jurisdiction.
The Apolo Common Shares have not been and will not be registered under the United States Securities Act of
1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirement. 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 securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
FORWARD LOOKING STATEMENTS
This news release contains certain forward-looking statements, including, but not limited to, statements about
the Corporation's future plans and intentions, statements with respect to receipt of IRCCA approval, and statements with respect to
the completion of the Proposed Transaction and the QT Financing, including the use of proceeds therefrom. 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 news 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 news 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.
Vincent Gasparro, CEO and Director
Telephone: 416.361.3121
Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the Exchange) accepts responsibility for the adequacy or accuracy of this news release.
