Terrace Energy Corp.

November 17, 2011 20:30 ET

Terrace Acquires Interest in Oil Development Projects

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 17, 2011) - Terrace Energy Corp. (the "Company") (TSX VENTURE:TZR) announces that it has acquired interests in several oil development projects in Texas.

Cutlass Project

The Company's newly incorporated wholly owned subsidiary, Terrace Cutlass LLC ("Terrace"), has entered into an agreement with Lightning Oil Company, of San Antonio Texas ("Lightning"), under which Terrace was granted the right to earn an 18.75% net revenue interest ("NRI") in certain oil, gas and mineral leases covering 3,395 net acres in the Dimmit and LaSalle Counties, Texas.

In order to earn the NRI, Terrace has agreed to pay 27.78% of all costs, including acreage leases, prospect fees, site preparation and drilling, until the completion of three wells and thereafter 25% of all costs. Terrace's obligations under the agreement are subject to the prior acceptance of the agreement by the TSX Venture Exchange (the "Exchange").

Terrace estimates its initial financial commitment under the agreement to be approximately US$2.2 million relating to the lease payments, prospect fees and infrastructure costs covering 1,342 net acres (the "Dimmit County Acreage") plus its share of the drilling costs for the first well on the Dimmit County Acreage payable when Lighting gives notice that it has made a commitment to commence drilling. Terrace expects that drilling of the first well will commence in March 2012.

Upon completion of the drilling of the first well, Terrace may, following a technical evaluation of the first well, choose not to participate in any further well development on the Dimmit County Acreage, in which case it will forfeit all its right, title and interest in and to the entire project and the agreement will terminate.

If Terrace concludes that completion of the first well is warranted, its share of the costs to complete and place the first well into production are estimated to be approximately US$700,000. Terrace is also required to pay its share of the drilling and completion costs of the second well on the Dimmit County Acreage, at an estimated cost to Terrace of US$1.9 million, in order to earn its interest in that acreage.

In addition, after the drilling and technical evaluation of the first well on the Dimmit County Acreage, Terrace will have the right to exercise its option to earn an 18.75% NRI in the remaining 2,053 acres (the "LaSalle County Acreage") at a cost of approximately US$3,750,000, representing its share of lease payments, site preparation and drilling costs of two wells on the LaSalle County Acreage, in order to earn its interest in that acreage.

Lightning will be the operator of the project with technical and operational input from Terrace's technical personnel.

STS Project

The Company has reached agreement with Whittier Energy Company of Houston, Texas ("Whittier") to purchase all of Whittier's leasehold interest in approximately 14,400 gross acres (3875 net acres) in LaSalle and McMullen Counties, Texas. Whittier's interests to be acquired by the Company vary slightly across the acreage, averaging a 26.88% Working Interest and a 20.16% NRI.

The Company will form another wholly owned Texas subsidiary to enter into the agreement with Whittier. The subsidiary's obligations under the agreement will be subject to the prior acceptance of the agreement by the Exchange.

The purchase price for the acquisition is US$1.0 million with an effective date of October 1, 2011. There are no existing wells on the acreage. The operator of the project has proposed an initial test well to be spud before year-end 2011 at a net cost to Terrace of US$1.06 million. Terrace will have the option to participate in the proposed initial well; however, failure to participate will result in the forfeiture of approximately 957 net mineral acres (25% of the acquired interests).

Private Placement

The Company will undertake a non-brokered private placement of 9 million shares at a price of $0.25 per share to raise aggregate gross proceeds of $2,250,000.

No commission or finders' fee will be payable by Terrace in respect of the private placement.

The proceeds of the private placement, together with the Company's existing working capital, will be used to fund its initial financial commitment under the agreement and for general working capital purposes.

The Company may require additional capital in the future if it elects to fund its share of the cost of the second well on the Dimmit County Acreage and the two wells on the LaSalle County Acreage. There is no assurance that such capital can be secured on terms acceptable to the Company or at all.

The closing of the private placement is subject to the prior acceptance of the Exchange.


Eric Boehnke, President

This press release includes "forward-looking information" including forecasts, estimates, expectations and objectives for future operations that subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements regarding future capital expenditures and financings are subject to all of the risks and uncertainties normally incident to the exploration for and development and production of oil and gas. These risks include, but are not limited to, inflation, lack of availability of goods and services, environmental risks, drilling risks and regulatory changes. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking information. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking information can be guaranteed and actual future results may vary materially. The Company does not assume the obligation to update any forward-looking statement, except as required by applicable law.

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

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