Whiteknight Acquisitions III Inc.
TSX VENTURE : WKA.P

November 30, 2015 16:35 ET

Whiteknight Acquisitions III Inc. Announces Signing of the Definitive Agreement, Receipt of TSXV Conditional Approval, and Filing of Its Filing Statement

TORONTO, ONTARIO--(Marketwired - Nov. 30, 2015) -

NOT FOR DISSEMINATION IN THE U.S. OR THROUGH U.S. NEWSWIRES

Whiteknight Acquisitions III Inc. ("Whiteknight" or the "Company") (TSX VENTURE:WKA.P), a capital pool company, is pleased to announce that it has received conditional approval from the TSX Venture Exchange (the "Exchange") for its Qualifying Transaction (as such term is defined in Policy 2.4 of the Corporate Finance Manual of the Exchange) with Delivra Inc. ("Delivra"), previously announced on September 1, 2015, and as updated by press release dated November 6, 2015 (the "Qualifying Transaction"). As previously disclosed, Whiteknight will complete its Qualifying Transaction by completing a reverse take-over with Delivra whereby Whiteknight will acquire all of the issued and outstanding common shares of Delivra by issuing an aggregate of between 35,762,207 and 36,428,873 Whiteknight common shares in exchange for each common share of Delivra issued and outstanding, at a deemed issuance price of $0.75 per share (assuming completion of the Private Placement (as defined below) and no exercise of the Additional Share Rights (as defined below)). In addition, each convertible, exchangeable, or exercisable security of Delivra shall be exchanged for a convertible, exchangeable or exercisable security, as applicable, for Whiteknight on substantially the same economic terms and conditions as the original convertible, exchangeable, or exercisable security of Delivra resulting in the issuance of 4,365,503 warrants in respect of outstanding Delivra warrants, 4,163,000 options in respect of outstanding Delivra options, and up to 166,667 Broker Warrants (as defined below) which may be issued pursuant to the Private Placement.

Delivra

Delivra is a developer of transdermal technologies for the delivery of pharmaceutical and natural molecules, through the skin, rather than via pills. Delivra manufactures and sells a growing line of natural topical creams under the LivRelief™ brand, for conditions such as joint and muscle pain, nerve pain, varicose veins, wound healing, and sports performance. LivRelief products are available in pharmacies, grocery chains, and independent health food stores across Canada, and on-line at www.livrelief.com. LivRelief products were launched for on-line sales in the United States in Q4 2015. LivRelief's flagship Pain Relief Cream is the #1 selling natural pain relief cream in Canada, and its Nerve Pain Relief Cream is the #1 selling nerve pain relief cream in Canada (Source: AC Neilsen Company of Canada, May 2015). In parallel with its consumer products business, Delivra also has a mandate to license its unique, proven, and patent-pending delivery platform to global pharmaceutical companies for the transdermal delivery of third party active ingredients to treat a broad range of conditions. With a global transdermal drug delivery market forecast to grow to USD $40 billion by 2018 (Source: Kelly Scientific), Delivra believes the licensing opportunity is robust. Delivra is headquartered in Burlington, Ontario and has a research and development laboratory in Charlottetown, PEI.

Filing Statement

Whiteknight filed its filing statement dated November 27, 2015 (the "Filing Statement"), which provides further details with respect to the Qualifying Transaction under Whiteknight's profile on SEDAR at www.sedar.com.

Definitive Agreement

Whiteknight entered into its definitive agreement with Delivra and 2492954 Ontario Inc. (a wholly-owned subsidiary of Whiteknight incorporated for the purposes of completing the Qualifying Transaction) on November 27, 2015 (the "Definitive Agreement"). The Definitive Agreement can be viewed on Whiteknkight's SEDAR profile at www.sedar.com.

Private Placement

The Private Placement (defined below) has been increased since the Company's last press release on November 6, 2015. The minimum Private Placement will now be 2,666,667 Units (as defined below) and the maximum 3,333,333 Units.

Closing of Qualifying Transaction

Final acceptance of the Qualifying Transaction by the Exchange is subject to the satisfaction of certain conditions, including fulfilling all of the remaining filing requirements under the Exchange's policies and the completion of a minimum private placement of 2,666,667 units of Delivra (the "Units") at a purchase price of $0.75 per Unit, for gross proceeds of $2 million (the "Private Placement"), each such Unit shall consist of one common share of Delivra and 1/10 of one additional share right (the "Additional Share Rights"), with each whole Additional Share Right is exercisable by the holder without any further consideration or action on the holder's part into one common share of Delivra should the Qualifying Transaction not close by January 31, 2016. Pursuant to the Private Placement, Delivra may issue finder's warrants in an amount equal to 5% of the number of Delivra Units sold to subscribers in the Private Placement sourced by such finder (the "Broker Warrants") with each such Broker Warrant entitling the holder thereof to purchase one common share of Delivra at an exercise price of $0.75 per share for a period of 18 months from the date of closing of the Private Placement. Following closing of the Qualifying Transaction, it is anticipated that the Resulting Issuer will have between 37,133,007 and 37,799,673 common shares issued and outstanding (assuming no exercise of the Additional Share Rights). The Qualifying Transaction is expected to close on or about December 14, 2015 subject to the satisfaction of the Exchange's conditions. On or prior to closing Whiteknight will undergo a share consolidation on the basis of one new common share for every 3.75 currently issued and outstanding and will change its name to "Delivra Corp."

All information contained in this news release with respect to WKA and Delivra was supplied by the parties, respectively, for inclusion herein, and WKA and its directors and officers have relied on Delivra for any information concerning such party.

Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Paradigm, subject to completion of satisfactory due diligence, has agreed to act as sponsor in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.

This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the proposed financing, the future operations of the Company, Delivra, and the Resulting Issuer and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of the Company, Delivra, and the Resulting Issuer are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's, Delivra, and the Resulting Issuer expectations include the failure to satisfy the conditions to completion of the Proposed Transaction set forth above and other risks detailed from time to time in the filings made by the Company, Delivra, and the Resulting Issuer with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, Delivra, and the Resulting Issuer. As a result, the Company, Delivra, and the Resulting Issuer cannot guarantee that the Proposed Transaction will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company, Delivra, and the Resulting Issuer will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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