Terrace Global Shareholders Approve Plan of Arrangement with The Flowr Corporation

Toronto, Ontario–(Newsfile Corp. – December 16, 2020) – Terrace Global Inc. (TSXV: TRCE) (“Terrace Global” or the “Company“) is pleased to announce the results of its special meeting (the “Meeting“) of holders of the common shares of Terrace Global (the “Shareholders“) held today. At the Meeting, Shareholders passed a resolution to approve the Company’s previously announced plan of arrangement under the Business Corporations Act (Ontario) with The Flowr Corporation (TSXV: FLWR) (“Flowr“), pursuant to which Flowr has agreed to acquire all of the issued and outstanding common shares of Terrace Global (the “Arrangement“).

The required shareholder approval thresholds were met, with the Arrangement being approved by approximately 99.95% of the votes cast by Shareholders present in person or represented by proxy at the Meeting and 99.93% of the majority of the minority of Shareholders present in person or represented by proxy at the Meeting. Approximately 62.22% of the common shares of Terrace Global were represented in person or by proxy at the Meeting.

Completion of the Arrangement is subject to the receipt of a final order of the Ontario Superior Court of Justice (the “Court“), which is expected to be sought on December 18, 2020. In addition, certain closing conditions customary in transactions of this nature are required in order for the Arrangement to occur. Provided that approval of the Court is granted and all other closing conditions are satisfied or waived, Terrace Global expects the Arrangement to be completed on or about December 22, 2020, following which the common shares of Terrace Global will be de-listed from the TSX Venture Exchange.

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.

Forward-looking Statements

This press release contains forward-looking information within the meaning of applicable securities laws that reflects the current expectations of management of Terrace Global regarding the Arrangement and its consummation, including whether conditions to the consummation of the Arrangement will be satisfied, the final approval of the Arrangement from the Court, the anticipated halt in trading of the common shares of Terrace Global, and the timing for completing the Arrangement. The words “may”, “would”, “could”, “should”, “will”, “anticipate”, “believe”, “plan”, “expect”, “intend”, “estimate”, “aim”, “endeavour”, “project”, “continue”, “predict”, “potential”, or the negative of these terms or other similar expressions have been used to identify these forward-looking statements.

Forward-looking statements are based upon a number of assumptions and are subject to a number of known and unknown risks and uncertainties, many of which are beyond management’s control, and that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking statements. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those expected or estimated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The following factors could cause actual results to differ materially from those discussed in the forward-looking information: failure to satisfy the conditions to completion of the Arrangement, including court approval and the occurrence of any event, change or other circumstance that could give rise to the termination of the arrangement agreement entered into among Flowr and the Company dated October 19, 2020.

Additional risks and uncertainties regarding Terrace Global are described in its publicly available disclosure documents, as filed by Terrace Global on SEDAR (www.sedar.com) except as updated herein. This forward-looking information represents management’s views as of the date of this press release. While subsequent events and developments may cause such views to change, Terrace Global does not intend to update this forward-looking information, except as required by applicable securities laws.

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.

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For further information:

For further information regarding Terrace Global, please contact:

Terrace Global Inc.
Francisco Ortiz von Bismarck, CEO and Director
E-mail: info@terraceglobal.ca
Website: www.terraceglobal.ca

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.

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