VANCOUVER, BRITISH COLUMBIA–(Marketwired – May 10, 2017) –
NOT FOR DISSEMINATION IN THE UNITED STATES
Woodrose Ventures Corporation (NEX:WRS.H) (“Woodrose” or the “Company“) announces, further to its news release of March 13, 2017, that it has entered into an amendment (the “Amendment“) to its share exchange agreement (the “Share Exchange Agreement“) dated March 10, 2017 to acquire all of the shares of Novoheart Holdings Ltd. (“Novoheart“) (the “Transaction“).
Pursuant to the Amendment, Woodrose will now issue 68,634,800 post-Consolidation (as defined below) common shares in exchange for all of the issued and outstanding shares of Novoheart. This increase in share consideration is a result of Novoheart having increased its recently closed bridge financing from US$800,400 to US$1,388,400. The finder’s fee payable by Woodrose in conjunction with the acquisition of Novoheart has correspondingly increased from 2,313,038 post-Consolidation common shares to 2,402,218 post-Consolidation common shares.
As announced on March 13, 2017, in connection with the Transaction, Woodrose is proposing to complete a share consolidation (the “Consolidation“) on the basis of 3.56878449 old common shares for each one new common share.
Pursuant to the Amendment, Woodrose has also agreed to increase the minimum offering amount under its previously announced non-brokered private placement (the “Private Placement“), to be completed in conjunction with the Transaction, from CDN$5,850,000 to CDN$7,150,000 through the issuance of 14,300,000 subscription receipts (“Subscription Receipts“) at a price of CDN$0.50 per Subscription Receipt. It is anticipated that that, upon completion of the Transaction, each Subscription Receipt will automatically convert into one Woodrose post-Consolidation common share. Woodrose may pay cash fees in an amount not to exceed 7% of the gross proceeds to certain finders involved in the Private Placement and may issue finder’s warrants (“Finder’s Warrants“), in an amount not to exceed 7% of the number of Subscription Receipts issued. Each Finder’s Warrant would entitle the holder to acquire one Woodrose post-Consolidation common share at a price of CDN$0.50 for a period of two years following closing of the Private Placement. All securities issued pursuant to the Private Placement will be subject to a statutory hold period of four months and one day.
Both the Company and Novoheart anticipate completion of the Transaction by the end of the second quarter of 2017. The Company will update its shareholders with further details as they become available.
The Transaction will constitute a “reverse-takeover” of Woodrose in accordance with the policies of the TSX Venture Exchange (the “TSXV“) and the reactivation of Woodrose, which is currently a NEX-listed issuer.
ON BEHALF OF WOODROSE VENTURES CORPORATION
Darren Devine
President, CEO and Director
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.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the Transaction, any information with respect to the Transaction may not be accurate or complete and should not be relied on. Trading in securities of the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disproved the contents of this news release.
Cautionary Note Regarding Forward-Looking Statements
Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as “anticipate”, “believe”, “plan”, “estimate”, “expect”, and “intend”, statements that an action or event “may”, “might”, “could”, “should”, or “will” be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation; statements about the terms and completion of the Transaction are forward-looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: failure to satisfy all conditions precedent to the Transaction, including shareholder approval, approval of the TSX Venture Exchange and completion of the necessary financings and the additional risks identified in the management discussion and analysis section of Woodrose Corporation’s interim and most recent annual financial statement or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date that statements are made and the respective companies undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.
Darren Devine
Tel: +1 604-638-8067