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").


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 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 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.


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 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.


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.


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).


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.


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.