Subject: TRTC and OneQor Complete Merger

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Company announces plans to change name to Onyx Group Holdings. New entity will operate as a holding company focusing on multiple cannabinoid verticals.
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Company: Terra Tech Corp. (OTCQX: TRTC)


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Price: 0.152

Change (%): - 0.008 (-5.00)

Volume: 197,354
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Terra Tech and OneQor Announce Successful Completion of Merger

IRVINE, CA and PHOENIX, AZ / ACCESSWIRE / February 18, 2020 / Terra Tech Corp. (“Terra Tech”) (OTCQX: TRTC) ), a vertically integrated, cannabis-focused agriculture company, and OneQor Pharmaceutical (“OneQor”), a privately held over-the-counter (OTC) pharmaceutical company focused on developing, patenting, and delivering proprietary, plant-derived formulations in order to provide consumers with safer, more effective OTC solutions, today announced that the two companies have closed the previously announced merger pursuant to which OneQor merged with a wholly owned subsidiary of Terra Tech in an all-stock transaction (the “Merger”).

Immediately prior to closing the Merger, the parties entered into an amendment to the Merger Agreement pursuant to which pre-merger Terra Tech shareholders will own approximately 79% of the combined company and OneQor shareholders and holders of certain OneQor Simple Agreements for Future Equity (“SAFEs”) will own approximately 21% of the combined company. The amendment also provides that in connection with the terms of certain other OneQor SAFEs (the “SAFE 2s”), such SAFE 2s will convert into shares of Terra Tech common stock on the first trading day after the Merger at the dollar volume-weighted average price per share of Terra Tech common stock on the day prior to the Merger and the issuance of such shares of Terra Tech common stock will dilute both Terra Tech shareholders and OneQor shareholders prior to the Merger. Upon conversion of the SAFE 2s, Terra Tech shareholders prior to the Merger will own in the aggregate approximately 73.9% of the combined company, OneQor shareholders and certain SAFE holders prior to the Merger will own in the aggregate approximately 19.7% of the combined company, and the SAFE 2 holders will own in the aggregate approximately 6.2% of the combined company.

In connection with the Merger, the combined company announced plans to change its name to Onyx Group Holdings (“Onyx”) and expects to trade on the OTC Market under a new ticker symbol to be announced in the near future.


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