Woodrose Corporation
TSX VENTURE : WRS.H

July 19, 2011 13:31 ET

Woodrose Corporation: Shareholders Approve Sale of Building

Reduction in Paid Up Captial and Distribution of $0.15

Share Consolidation

CALGARY, ALBERTA--(Marketwire - July 19, 2011) - WOODROSE CORPORATION (TSX VENTURE:WRS.H) (the "Corporation") July 19, 2011. The Corporation is pleased to announce that at the special shareholders meeting held earlier today, shareholders unanimously approved: (i) the sale of the Corporation's remaining assets, being a commercial building; (ii) a reduction in the stated capital of the common shares from $1,552,671 to $2,772 for the purposes of distributing approximately $0.15 per share, with such amounts to be determined by the board of directors in its sole discretion; and (iii) the consolidation of the outstanding common shares on the basis of a ratio within the range of one (1) post-consolidation share for up to five (5) outstanding pre-consolidation shares, with such ratio to be determined by the board of directors in its sole discretion. Shareholders also unanimously approved the election of Darryl Cardey, Darren Devine and Gary Calderwood as directors for the ensuing year.

Closing of the sale of the commercial building is expected to close on or about July 29, 2011 and if completed, the board of directors anticipates that the proposed distribution of $0.15 per share from the reduction in the paid up capital of the common shares and an additional one time special dividend of $0.05 will be paid on the common shares in approximately mid-August, 2011. The Corporation will issue a further press release confirming the dates of the proposed distribution, dividend payment and the final share consolidation ratio.

The Corporation is also pleased to announce that the holdback of $250,000 from the "Perfect Fry" asset sale transaction has been released to the Corporation.

The proposed special distribution, dividend payment and share consolidation are subject to the approvals of the TSX Venture Exchange.

Reader Advisory

Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. In particular, forward-looking information in this press release includes, but is not limited to, anticipated distributions or dividends to shareholders . Although we believe that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Consequently, there is no representation that the distributions or dividends actually paid to shareholders, if any, will be the same, in whole or in part, as those set out in the forward-looking information.

The forward-looking information contained in this news release is expressly qualified by this cautionary statement. We undertake no duty to update any of the forward-looking information to conform such information to actual results or to changes in our expectations except as otherwise required by applicable securities legislation. Investors are cautioned not to place undue reliance on forward-looking information.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state of the United States or any other jurisdiction outside of Canada in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act of 1933 and applicable state securities laws.

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.

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