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Share Name | Share Symbol | Market | Type |
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Chinook Capital Corp Com Npv | TSXV:CNK.P | TSX Venture | Ordinary Share |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.00 | - |
Terrace Resources Inc. (TSX VENTURE:TER.P) ("Terrace"), Bowram Energy Inc. (TSX VENTURE:BRO.P) ("Bowram"), Woodbridge Energy Ltd. ("Woodbridge") (TSX VENTURE:WMD.P), 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 the Companies have received all necessary shareholder approvals of the business combination transaction (the "Business Combination") involving the Companies as described in the joint news release dated March 30, 2009 and the joint information circular of the Companies dated March 23, 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. Terrace Share Consolidation As the first step to completing the Business Combination pursuant to the Business Combination Agreement among the Companies, Terrace will effect a consolidation of its 18,000,000 issued and outstanding common shares on the basis of 0.58614 post-consolidation shares for every one (1) pre-consolidation share, which will result in a total of 10,550,520 issued and outstanding common shares after giving effect to the consolidation. The consolidation ratio was calculated on the basis of Terrace's net cash of $1,055,053 as at April 30, 2009 (before transaction costs) in accordance with the terms of the Business Combination Agreement. As a result of the consolidation, the 400,000 outstanding broker warrants of Terrace exercisable to purchase common shares at a price of $0.10 per share with an expiry date of July 16, 2010 will be adjusted to broker warrants exercisable to purchase 234,456 post-consolidation Terrace shares at a price of $0.17 per share. In connection with the Business Combination, all outstanding stock options of the Companies, including Terrace, will be cancelled. The consolidation remains subject to final acceptance by the TSX Venture Exchange (the "Exchange") and will be effective as of a date set out in an Exchange Bulletin to be issued on or about May 28, 2009. Terrace's name will not be changed in conjunction with the consolidation. Private Placement Following completion of the Terrace share consolidation, Bowram, Woodbridge, Chinook and Fortriu (the "Investing CPCs") will complete a private placement (the "Private Placements") of post-consolidated Terrace shares at a price of $0.10 per share on the basis of each Investing CPC's net cash as at April 30, 2009 calculated in accordance with the terms of the Business Combination Agreement. Details of the Private Placements are set forth in the table under "Distribution of Terrace Shares" below. The Private Placements are scheduled to complete on or about June 2, 2009 subject to final acceptance by the Exchange. Distribution of Terrace Shares Pursuant to the terms of the Business Combination Agreement, the Investing CPCs will each distribute (the "Distributions") the Terrace shares acquired under its Private Placement (the "Distribution Shares") to its shareholders (other than any U.S. shareholders) on a pro rata basis. The record date for determining shareholders of the Investing CPCs entitled to receive Distribution Shares under the Distributions will be the date of closing of the Private Placements. 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 following table sets forth details of the Private Placements and the Distributions: --------------------------------------------------------------------------- Amount to Percentage be Invested of in Private Number of Number of Outstanding Placement Terrace Outstanding Approx. Terrace (Net Cash Shares to Shares of Exchange Shares on as at be acquired Investing Ratio for completion April 30, under the CPC as at Distribution of Business Investing 2009) Private the date of Terrace Combination CPC (1) Placement hereof Shares (2) --------------------------------------------------------------------------- Bowram $945,882 9,458,820 17,900,000 0.53 30.6% --------------------------------------------------------------------------- Woodbridge $366,798 3,667,980 8,500,000 0.43 11.9% --------------------------------------------------------------------------- Chinook $395,367 3,953,670 7,000,000 0.56 12.8% --------------------------------------------------------------------------- Fortriu $325,085 3,250,850 5,900,000 0.55 10.5% --------------------------------------------------------------------------- (1) The net cash amounts exclude transaction costs. (2) On completion of the Business Combination, Terrace is expected to have 30,881,840 issued and outstanding common shares, approximately 18,200,000 of which will be subject to escrow under the policies of the Exchange. As required by the 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. Following the completion of the Distributions, the Investing CPCs will dissolve under the provisions of the Business Corporations Act (British Columbia). It is anticipated the Investing CPCs will be dissolved on or about June 4, 2009. At the meeting of Terrace shareholders, Bill McCartney, David Boehm and Murray Oliver were elected as directors of Terrace who will continue as directors following the completion of the Business Combination. Mr McCartney has been appointed as the Chief Executive Officer and Chief Financial Officer of Terrace and Paul Visosky has been appointed the Corporate Secretary. Please refer to the joint information circular dated March 23, 2009 for further details (available at www.sedar.com). Trading in the Companies' shares remains halted by the Exchange until the completion of all steps under the Business Combination. 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
1 Year Chinook Capital Corp Com Npv Chart |
1 Month Chinook Capital Corp Com Npv Chart |
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