Terrace Inc. entered into a binding letter of intent to acquire Apolo II Acquisition Corp. (TSXV:APII.P) in a reverse merger transaction on November 12, 2018. Terrace Inc. entered into a definitive agreement to acquire Apolo II Acquisition Corp. on July 17, 2019. As per the terms, Terrace shareholders will receive one post-consolidation common shares of Apolo for each Terrace Common Share held. The existing shareholders of Terrace will own a majority of the outstanding common shares of Apolo upon completion. Apolo will consolidate its common shares on the basis of one new share for every 2.5 old shares issued and outstanding. Post completion of transaction, Terrace shareholders will hold 78.7% stake in the combined entity and the current Apolo II shareholders will hold 2.9% stake in the combined company. In conjunction with the transaction, Terrace may complete a financing of Terrace common shares prior to the closing of the transaction (“QT Financing”). On or immediately prior to the completion of the transaction, it is anticipated that Apolo will effect a name change to “Terrace Inc." or such name as may be determined by Apolo and Terrace.

Subject to applicable shareholder and exchange approval, on completion of the transaction, the board of directors of the resulting issuer will be comprised of Francisco Ortiz von Bismarck, Vincent Gasparro, Michael Galego, Stephen Arbib and Dennis Mills. Francisco Ortiz von Bismarck will also be Interim Chief Executive Officer and Leon Dadoun as Chief Financial Officer. Completion of the transaction will be subject to a number of conditions including completion of the consolidation and 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 transaction, and execution of the definitive agreement. Shareholders of Apolo II are not required to approve the transaction. As of July 17, 2019, the transaction is subject to approval by the Boards of Directors of both Terrace and Apolo, approval of Terrace's shareholders. As of July 22, 2019, Terrace closed a private placement of 30 million subscription receipts of Terrace at a price of CAD 0.50 per subscription receipt for aggregate gross proceeds of CAD 15 million. As of September 20, 2019, the TSX Venture Exchange has conditionally approved the transaction. As on December 14, 2018, the transaction is anticipated to close in March 2019. As on June 20, 2019, the transaction is anticipated to close in July 2019. As of November 8, 2019, the transaction is expected to be completed the week of November 11, 2019.