Terrace Resources Inc. (TSX VENTURE:TER.P) ("Terrace"), Bowram Energy Inc. (TSX
VENTURE:BRO.P) ("Bowram"), Woodbridge Energy Ltd. (TSX VENTURE:WMD.P)
("Woodbridge"), 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 they have entered into a definitive
business combination agreement respecting the combination of their respective
assets and liabilities (the "Business Combination") as contemplated by the
letter agreement announced in the joint news release dated January 26, 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.


The principal features of the proposed Business Combination may be summarized as
follows:


1. Terrace will effect a consolidation of its outstanding shares pursuant to a
consolidation ratio to be determined by the board of directors of Terrace on the
basis of one post-consolidation share for every $0.10 of Terrace's net cash as
at a specified date following receipt of all necessary shareholder and
regulatory approvals for the Business Combination (the "Investment Determination
Date").


2. Bowram, Woodbridge, Chinook and Fortriu (collectively, the "Investing CPCs")
will each purchase post-consolidation common shares of Terrace at a price of
$0.10 per share on a private placement basis. Each Investing CPC will invest an
amount equal to its net cash as at the Investment Determination Date.


3. Upon completion of the private placements, each of the Investing CPCs will
distribute the Terrace shares that the Investing CPC acquires under its private
placement (the "Distribution Shares") to its shareholders (other than U.S.
shareholders) on a pro rata basis.


4. In connection with the share distributions, each of the Investing CPCs will
effect a voluntary dissolution under the Business Corporations Act (British
Columbia) and will thereafter cease to exist.


5. Terrace will assume any remaining liabilities and assets of the Investing
CPCs prior to the effective date of the dissolutions.


Upon completion of the Business Combination, the existing shareholders of the
Companies will become shareholders of Terrace which will continue as a capital
pool company with a renewed two year period in which to complete a qualifying
transaction.


As required by the TSX Venture 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.


A copy of the business combination agreement is available under the Companies'
profiles on the SEDAR website at www.sedar.com.


Each of the Companies has called an extraordinary general meeting to be held on
April 24, 2009 for the purpose of approving each of the steps involved to
complete the Business Combination. The Terrace meeting will also address
customary annual general meeting matters including the election of directors who
are expected to continue as directors following completion of the Business
Combination. A detailed joint information circular describing the Business
Combination will be mailed to the Companies' shareholders on or about March 30,
2009 and will also be available on the SEDAR website.


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 Business Combination remains conditional on the receipt of all required
shareholder and regulatory approvals, including final approval of the TSX
Venture Exchange. Any of the Companies may withdraw from the business
combination agreement if all necessary approvals have not been obtained prior to
July 31, 2009.


Following receipt of necessary approvals at the shareholder meetings, the
closing of the Business Combination is expected to occur on or about April 30,
2009.


Trading in the Companies' shares remains halted by the Exchange until the
Business Combination has closed or been terminated.


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

Chinook Capital Corp Com Npv (TSXV:CNK.P)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024 Click aqui para mais gráficos Chinook Capital Corp Com Npv.
Chinook Capital Corp Com Npv (TSXV:CNK.P)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024 Click aqui para mais gráficos Chinook Capital Corp Com Npv.