Terra Tech Rescinds Reverse-Split Proposal

Terra Tech Shareholder Proposal

Earlier this week, we shared our concerns about a pending proposal subject to shareholder approval that would have potentially hurt the common shareholders at Terra Tech (OTC: TRTC).  This morning, TRTC rescinded “Proposal 5”, which would have allowed the Board of Directors to conduct a reverse-split that would not have applied to the holders of B Preferred Shares, which could have resulted in holders of the B Preferred increasing their ownership stake in the company from the current 27.6% to as much as 88.4%.

Here is the explanation provided in the SEC filing:

Terra Tech Corp.
4700 Von Karman, Suite 110
Newport Beach, CA 92660
Telephone: (855) 447-6967

August 30, 2016

Dear Stockholder:

The Annual Meeting of Stockholders of Terra Tech Corp. (“we,” “us,” or the “Company”) will be held on September 26, 2016 at 8:30 a.m., Pacific Daylight Time, at the Pacific Club, La Jolla Room, 4110 MacArthur Boulevard, Newport Beach, California 92660. A Notice Regarding the Availability of Proxy Materials, which provided certain information about the proxy statement and other proxy materials relating to the Annual Meeting, was made available to our stockholders on or about August 16, 2016.

Proposal Five, as set forth in our proxy statement, provided for an amendment to our Articles of Incorporation to implement one or more reverse stock splits of our common stock at an aggregate ratio of not less than one-for-five and not more than one-for-twenty, within the discretion of our Board of Directors, at any time or from time-to-time prior to September 26, 2017.

Subsequent to the date of the Proxy Statement, our Board of Directors decided to withdraw Proposal Five from consideration at the Annual Meeting. Based on the recent trading history of our common stock and on meetings that our executive management team has had with representatives of various investment banks, investment funds, and other potential financing sources for our business, our Board concluded, at this time, that it would withdraw its earlier recommendation that our stockholders be afforded the opportunity to approve a reverse split of our common stock. In making its decision, our Board took the trading history and the results of those meetings into account when it concluded that the market for our common stock (per-share market pricing and liquidity), investor interest, and our financing and capital-raising abilities were satisfactory at this time and might not be materially enhanced if our stockholders were to provide the reverse split authority initially sought by Proposal Five. Accordingly, Proposal Five has been withdrawn from consideration at the Annual Meeting. Our Board, however, reserves the right to request the holders of our capital stock to approve a subsequent reverse split proposal at any point in the future.

The information in this letter is intended to supplement the information provided in the Proxy Statement relating to the Annual Meeting. You are encouraged to carefully review the Proxy Statement, as well as the additional proxy statement materials made available to you, before voting your shares, in person or by proxy, at the Annual Meeting.

Even if you expect to attend the Annual Meeting, please promptly complete, sign, date and mail the enclosed proxy card. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. Stockholders who attend the Annual Meeting may revoke their proxy and vote in person if they so desire. In addition, registered stockholders can cast their vote electronically at https://www.iproxydirect.com/TRTC.

If you have any questions or require additional information, please contact us at: Terra Tech Corp., 4700 Von Karman, Suite 110, Newport Beach, CA 92660, Attention: Corporate Secretary, Telephone: (855) 447-6967.

Thank you for your ongoing support of Terra Tech Corp.

Sincerely,
/s/ Derek Peterson                                      
Derek Peterson
President and Chief Executive Officer

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