Woodrose Corporation
TSX VENTURE : WRS.H

February 06, 2014 19:36 ET

Woodrose Corporation Announces Debt Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 6, 2014) - Woodrose Corporation (TSX VENTURE:WRS.H) ("Woodrose" or the "Company") is pleased to announce a debt financing to raise gross proceeds of up $450,000 (the "Debt Financing").

Pursuant to loan agreements (the "Loan Agreements") to be entered into between the Company and certain lenders (the "Lenders") each Lender will agree to loan the Company up to $75,000, which may be drawn down in advances of a minimum of $5,000 at a time. The loans will bear interest at a rate of 8% per annum and will mature on the earlier of: (a) the date the Company completes its previously announced transaction to acquire 100% of the outstanding shares of Viking Energy (SC-6 Cadlao) Limited (the "Proposed Transaction"); (b) the date the letter agreement or any definitive agreement in respect of the Proposed Transaction is terminated; and (c) June 30, 2014.

Upon completion of the Proposed Transaction, any amounts outstanding under the Loan Agreements will automatically convert into common shares of the Company at a conversion price of $0.50 (post-Consolidation) or such other price as the Company completes its previously announced concurrent financing (the "Concurrent Financing"). In the event the Proposed Transaction does not complete, the Company will have the right, at its sole option, to convert any amounts outstanding under the Loan Agreements into common shares of the Company at a conversion price equal to the minimum price permitted by the TSX Venture Exchange.

As referred to above, the Company has previously announced that, as a condition to the completion of the Proposed Transaction, it will consolidate all of the issued and outstanding 8,196,374 common shares into 3,800,000 common shares (the "Consolidation"). For further details on the Proposed Transaction, the Consolidation and the Concurrent Financing, please refer to the Company's news release dated December 11, 2013.

The Company intends to use the proceeds of the Debt Financing for working capital. All securities issued pursuant to the Debt Financing will be subject to a statutory hold period of four months and one day. Completion of the Debt Financing remains subject to the approval of the TSX Venture Exchange.

ON BEHALF OF WOODROSE 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.

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 Debt Financing, 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, failure to find suitable lenders for the Debt Financing, failure to satisfy all conditions precedent to the Debt Financing, including approval of the TSX Venture Exchange. 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.

Contact Information

  • Woodrose Corporation
    Darren Devine
    +1 604-638-8067