TORONTO–(BUSINESS WIRE)–Terrace Global Inc. (“Terrace Global” or the “Company”) (TSXV:TRCE) is pleased to announce that, subject to applicable regulatory approvals, the Company intends to complete a non-brokered private placement (the “Private Placement”) of subscription receipts (the “Subscription Receipts”). The Private Placement is expected to close on or about July 30, 2020.

The Company intends to issue a minimum of 120,000,000 Subscription Receipts and up to 160,000,000 Subscription Receipts at a price of $0.125 per Subscription Receipt for gross proceeds of at least $15 million. Each Subscription Receipt will, in connection with the satisfaction of certain escrow release conditions, including entering into a definitive agreement with respect to the acquisition of a Canadian licensed producer of cannabis and/or in connection with certain other merger, acquisition or disposition transactions (the “Proposed Transaction”), entitle the holder to receive, without the payment of additional consideration or taking of further action, one common share in the capital of Terrace Global which will immediately be cancelled and a common share in the capital of the Company following the completion of the Proposed Transaction will be issued as consideration in accordance with the terms of the Proposed Transaction.

In connection with the Private Placement, the Company may pay finders’ fees in cash or securities or a combination of both, as permitted by the policies of the TSX Venture Exchange (the “TSXV”). All securities issued pursuant to the private placement will be subject to a four month hold period. The Private Placement is subject to approval by the TSXV.

About Terrace Global

Terrace Global is a multi-country operator (MCO) led by experienced cannabis entrepreneurs focused on the development and acquisition of international cannabis assets. Terrace Global’s focus is on federally legal jurisdictions with existing domestic demand, low cost inputs and approved for exportation. Terrace Global’s existing asset platform consists of: (1) a 33.75% indirect equity interest in one of the currently two recreational cannabis operations in Uruguay; (2) 100% of Oransur, S.A., a Uruguayan company producing high CBD hemp in Uruguay; (3) 100% of Terra Nova Produção e Comercialização de Produtos Natuis e Farmacêuticos, Lda, a Portuguese company with a pre-license issued by INFARMED for the cultivation, importation, and exportation of medical cannabis in Portugal; and (4) 100% of Pharmabinoide S.L., a Spanish company producing and commercializing hemp in Spain. MariMed Inc. (OTCQX: MRMD), a multi-state cannabis operator in the U.S., dedicated to improving the health and wellness of people through the use of cannabinoids and cannabis products, owns approximately 6% of Terrace Global.

FORWARD-LOOKING STATEMENTS

This news release contains certain forward-looking statements, including with respect to the closing of the Private Placement, but not limited to, statements about the Company’s future plans and intentions. 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. There can be no assurance that the Private Placement, the Proposed Transaction or the respective terms of the Private Placement or the Proposed Transaction will be completed.

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 Company 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 Company assumes no obligation to update or revise them to reflect new events or circumstances, except as required by law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.