Current Report Filing (8-k)
24 June 2014 - 3:25AM
Edgar (US Regulatory)
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
June 12, 2014
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 incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
810
Peace Portal Drive, Suite 201 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) |
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|
[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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[ ] |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION
7 - REGULATION FD
ITEM 7.01 REGULATION
FD DISCLOSURE
Memorandum of
Understanding
Previously, Terrace
Ventures Inc. (the "Company") entered into an earn-in agreement with
Pengram Corporation ("Pengram") dated April 26, 2011, as amended on
June 29, 2011, September 20, 2012, November 17, 2012, May 30, 2013 and December
18, 2013 (the "Earn-In Agreement"). Under the terms of the Earn-In
Agreement, the Company has an option to acquire up to a 75% interest in
Pengram's agreement with Scoonover Exploration LLC and JR Exploration LLC (the
"Underlying Agreement"). The Underlying Agreement grants Pengram an
option to purchase the Golden Snow Property, a property that consists of 128
mineral claims located in the Eureka Mining District in Eureka County, Nevada.
On June 12, 2014, the
Company entered into a memorandum of understanding (the "MOU") with
Pengram. As outlined in the MOU and subject to entry into definitive
agreements, the Company plans to assign all of its interest in the Earn-In
Agreement to its wholly owned Subsidiary (the "Subsidiary") in
exchange for 3,000,000 common shares in the capital of the Subsidiary. Pengram
plans to assign all of its interest in the Underlying Agreement to the
Subsidiary in exchange for 2,000,000 common shares in the capital of the
Subsidiary. Upon completion of the foregoing, both Pengram and the Company plan
to request that Schoonover Exploration LLC and JR Exploration LLC enter into a
new agreement directly with the Subsidiary.
The parties also
intend to provide in the definitive agreements for some reimbursement of the
expenditures made by each of the parties on the Golden Snow Property. The exact
amount has not yet been determined.
Results of Rescission
Offer
On May 28, 2014, the
Company made a 21 day rescission offer (the "Rescission Offer") to six persons
who acquired shares under the Company's foreign private placement offering that
had misrepresented to the Company that they were "accredited investors" as that
term is defined in National Instrument 45-106 as adopted by Canadian Securities
Administrators.
As at June 18, 2014, a
total of four persons accepted the Rescission Offer and returned share
certificates totaling 940,000 shares of the Company's common stock. As a
result, the Company is required to refund a total of $47,000 in subscription
funds (the "Rescission Funds") by June 18, 2015. Upon completion of the refund
of the Rescission Funds, the returned share certificates will be cancelled.
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:
June 23, 2014 |
By: |
/s/
Howard Thomson |
|
|
HOWARD
THOMSON
President
and Chief Executive Officer |
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