SOURCE: Terrace Ventures Inc.

May 23, 2007 10:43 ET

Terrace Ventures Inc. Announces Loan Agreement With Solara Technologies Inc.

BLAINE, WA -- (MARKET WIRE) -- May 23, 2007 -- On May 18, 2007, Terrace Ventures Inc. (OTCBB: TVEN) (the "Company") entered into a loan agreement (the "Loan Agreement") with its proposed merger candidate, Solara Technologies Inc. ("Solara"), a British Columbia company. Under the terms of the Loan Agreement, the Company will loan the principal amount of $200,000 US to Solara. The loan matures May 25, 2008, and accrues interest at a rate of 8% per annum payable on maturity. $75,000 US of the loan proceeds have been advanced to date and the balance of $125,000 will be advanced on May 25, 2007.

The loan fulfills a requirement under the letter of intent dated February 28, 2007 between the Company and Solara outlining a proposed merger of the Company and Solara on a basis that will result in the existing shareholders of Solara owning approximately 70% of the issued and outstanding shares of the post-merger entity.

A formal agreement for the proposed merger is expected to be completed and executed in the near future. The merger will be subject to a number of customary conditions including the delivery by Solara of required financial statements, and approval by the shareholders of Solara.

Under the terms of the Loan Agreement, Solara is required to:

(a) enter into a formal merger agreement within 60 days of the date of the Loan Agreement;

(b) obtain shareholder approval of the proposed merger within 90 days of the date of the Loan Agreement;

(c) provide required financial statements within 90 days of the Loan Agreement; and

(d) complete the proposed merger within 120 days of the Loan Agreement.

Failure by Solara to meet the above obligations would entitle the Company to declare the loan in default. The loan is secured by an assignment of certain tax credits which Solara represents that it is entitled to claim and receive and have a value of not less than $200,000 US.

About Solara Technologies, Inc.

Solara Technologies, Inc. is a private British Columbia company engaged in the development of both hardware and software for the self-serve industries, including vending machines and kiosks. Solara has developed Remote Management Technology which is an internet-based, self-service, kiosk and vending machine system which can also deliver real time inventory and activity reports in multiple units in multiple locations, accessible by computer through any internet access. Solara Presence is a closed circuit digital point of sale advertising system, using either dedicated screens in various locations, or the touch screen machine menus when not in consumer usage.

This press release may contain, in addition to historic information, forward-looking statements. These statements may involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein, including, but not limited to, risks and uncertainties relating to the negotiation of a definitive agreement with Solara. There is no assurance that the Company will be able to reach a formal agreement to acquire Solara. There is also no assurance that the Offering will be completed on the above terms or at all. Readers are cautioned not to place undue reliance on the forward-looking statements made in this press release.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Company's securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

Contact Information

  • For more information contact:
    Howard Thomson
    Tel: (360) 220-5218