TerraBioGen Technologies Inc.: Special Meeting Called to Delist Shares and Approve the Implementation of a Small Shareholder Program

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 19, 2012) -

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TerraBioGen Technologies Inc. (TSX VENTURE:TBG), a developer and marketer of proprietary technologies for the production of organic-based, high-value agricultural products from organic wastes, announces that it has called a Special Meeting of shareholders to:

• request approval to delist its shares from trading on the TSX Venture Exchange;
• approve an amendment to the Company's existing Articles and pass related special resolutions to provide for implementation of a small shareholder program such that the Company will purchase shares for cash from those shareholders holding less than 5,000 shares; and
• approve adoption of new articles under the Business Corporations Act (British Columbia);

among other items of special business.

The meeting will be held on or about May 22, 2012; shareholders of record on April 18, 2012 will be eligible to vote and an information circular will be mailed to shareholders on or about April 24, 2012.

If the delisting is approved by shareholders, the Company's shares will be delisted approximately 10 days after the Special Meeting and, following delisting, the Company intends to implement the small shareholder program, the end result of which is that shareholders holding less than 5,000 pre-consolidation shares will be paid $0.11 per share for their shares and these shares will be cancelled.

The Board of Directors has considered a number of factors in relation to the decision to delist, including trading liquidity, trading volumes, potential future strategic partnerships or business combinations, and increased tax benefits, all with a view to what the Board believes to be in the best interests of the Company and its shareholders.

The TSX Venture Exchange has reviewed this proposal and has given conditional acceptance of the proposed delisting, subject to receipt of shareholder approval in accordance with Exchange policy.

About TerraBioGen

Located in North Vancouver, BC, TerraBioGen Technologies Inc. is committed to research and development to continue to improve the efficiency of its technology and the quality of its agricultural products. It is further committed to developing a world-wide marketing capability to ensure market acceptance of its products.

This news release contains certain statements that may be deemed "forward-looking" statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although TerraBioGen believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of TerraBioGen's management on the date the statements are made. Except as required by law, TerraBioGen undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.