UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
March 24, 2011
Date of Report (Date of earliest
event reported)
TERRACE VENTURES
INC.
(Exact name of registrant as specified in its
charter)
NEVADA | 000-50569 | 91-2147101 |
(State or other jurisdiction of | (Commission File | (IRS Employer Identification No.) |
incorporation) | Number) |
810 Peace Portal Drive, Suite 202 | |
Blaine, WA | 98230 |
(Address of principal executive offices) | (Zip Code) |
(360) 220-5218
Registrant's telephone number,
including area code
Not Applicable
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
____ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
____ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a
-12)
____ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d
-2(b))
____ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
ITEM 3.02 | UNREGISTERED SALES OF EQUITY SECURITIES. |
On March 24, 2011, Terrace Ventures Inc. (the "Company") issued an aggregate of 20,000,000 shares of its common stock (the "Shares") at a price of $0.01 per Share in separate concurrent private placement offerings for aggregate proceeds of $200,000 as described below.
US Private Placement
The Company issued 5,300,000 Shares for cash proceeds of $53,000. The issuances were completed pursuant to the provisions of Rule 506 of Regulation D of the United States Securities Act of 1933, as amended (the Act). Each subscriber represented that they were an accredited investor as defined under Regulation D of the Act.
Foreign Private Placement
The Company issued 14,700,000 Shares for cash proceeds of $147,000. The issuances were completed pursuant to the provisions of Regulation S of the Act. The Company did not engage in a distribution of this offering in the United States. Each of the subscribers represented that they were not US persons as defined in Regulation S of the Act and that they were not acquiring the shares for the account or benefit of a US person.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) |
Exhibits |
Exhibit Number | Description of Exhibit | |
99.1 | News Release dated March 24, 2011. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
TERRACE VENTURES INC. | ||
Date: March 24, 2011 | ||
By: | /s/ Howard Thomson | |
HOWARD THOMSON | ||
President and Chief Executive Officer |
2
TERRACE VENTURES INC. |
801 Peace Portal Drive, Suite 202 |
Blaine, WA 98230 |
(360) 220-5218 |
March 24, 2011
Terrace Ventures Announces Closing of Private
Placements
Blaine, Washington (OTCBB: TVER) Terrace Ventures Inc. (the Company) announced today that it has closed private placements totaling an aggregate of 20,000,000 shares of the Companys common stock for gross proceeds of $200,000.
On June 8, 2010, the Company approved two private placements. A foreign private placement to non-US persons under Regulation S of up to 5,000,000 units at a price of $0.01 per unit, with each unit consisting of one common share and one share purchase warrant and a US private placement to accredited investors under Rule 506 of Regulation D of 5,000,000 units at a price of $0.01 per unit, with each unit consisting of one common share and one share purchase warrant. The warrants comprising a part of the units were exercisable to purchase an additional common share for two years at $0.01 per share. On February 28, 2011, when it became apparent that the private placements would be oversubscribed, the Company decided to drop the warrants from the units and to permit oversubscriptions of up to an aggregate number of shares equal to the number of shares that would have been issued if the offerings as originally contemplated had been fully subscribed and the warrants fully exercised (20,000,000 common shares).
The Foreign private placement was oversubscribed by 9,700,000 shares for a total of 14,700,000 shares and the US private placement was oversubscribed by 300,000 shares for a total of 5,300,000 shares with the result that an aggregate of 20,000,000 shares have been issued.
Contact:
For more information
contact:
Howard Thomson
Tel: (360) 220-5218