TBG Terrabiogen Technologies

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

TerraBioGen Technologies Inc. (TSX VENTURE:TBG), a developer and marketer of
proprietary technologies for the production of organic-based, high-value
agricultural products from organic wastes, announces that it has called a
Special Meeting of shareholders to:




--  request approval to delist its shares from trading on the TSX Venture
    Exchange;
--  approve an amendment to the Company's existing Articles and pass related
    special resolutions to provide for implementation of a small shareholder
    program such that the Company will purchase shares for cash from those
    shareholders holding less than 5,000 shares; and
--  approve adoption of new articles under the Business Corporations Act
    (British Columbia);



among other items of special business.

The meeting will be held on or about May 22, 2012; shareholders of record on
April 18, 2012 will be eligible to vote and an information circular will be
mailed to shareholders on or about April 24, 2012.


If the delisting is approved by shareholders, the Company's shares will be
delisted approximately 10 days after the Special Meeting and, following
delisting, the Company intends to implement the small shareholder program, the
end result of which is that shareholders holding less than 5,000
pre-consolidation shares will be paid $0.11 per share for their shares and these
shares will be cancelled. 


The Board of Directors has considered a number of factors in relation to the
decision to delist, including trading liquidity, trading volumes, potential
future strategic partnerships or business combinations, and increased tax
benefits, all with a view to what the Board believes to be in the best interests
of the Company and its shareholders.


The TSX Venture Exchange has reviewed this proposal and has given conditional
acceptance of the proposed delisting, subject to receipt of shareholder approval
in accordance with Exchange policy.


About TerraBioGen

Located in North Vancouver, BC, TerraBioGen Technologies Inc. is committed to
research and development to continue to improve the efficiency of its technology
and the quality of its agricultural products. It is further committed to
developing a world-wide marketing capability to ensure market acceptance of its
products.


This news release contains certain statements that may be deemed
"forward-looking" statements. Forward looking statements are statements that are
not historical facts and are generally, but not always, identified by the words
"expects", "plans", "anticipates", "believes", "intends", "estimates",
"projects", "potential" and similar expressions, or that events or conditions
"will", "would", "may", "could" or "should" occur. Although TerraBioGen believes
the expectations expressed in such forward-looking statements are based on
reasonable assumptions, such statements are not guarantees of future performance
and actual results may differ materially from those in forward looking
statements. Forward looking statements are based on the beliefs, estimates and
opinions of TerraBioGen's management on the date the statements are made. Except
as required by law, TerraBioGen undertakes no obligation to update these
forward-looking statements in the event that management's beliefs, estimates or
opinions, or other factors, should change.


THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR
DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES,
AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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