Woodrose Corporation

June 24, 2011 18:00 ET

Woodrose Corporation: Special Shareholders Meeting Called for July 19, 2011

Sale of Building

Reduction in Paid Up Capital and Distribution of $0.15

Proposed Special Dividend of $0.05

Proposed Share Consolidation

CALGARY, ALBERTA--(Marketwire - June 24, 2011) - WOODROSE CORPORATION (TSX VENTURE:WRS.H) (the "Corporation"). The Corporation is pleased to announce that it has called an annual and special shareholders meeting on July 19, 2011 to be held at 10:00 a.m. (Calgary Time) at Suite 300, 714 – 1st Street S.E. Calgary, Alberta T2G 2G8.

At the special meeting, among other matters to be approved by way of ordinary resolutions, shareholders will be asked to approve the following matters by way of special resolutions: (i) the sale of substantially all 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. If all of the special matters described above are approved by shareholders, the board of directors anticipates that a one time special dividend of $0.05 will also be declared on the common shares after the special meeting.

The matters to be considered at the special meeting are described in the notice of meeting and management Information Circular delivered to shareholders and filed at www.SEDAR.com.

In light of the postal strike, shareholders who hold physical share certificates ("Registered Holders") can either fax an executed proxy to the Corporation's transfer agent Equity Financial Trust Company, at (416) 595-9593 or email the name and address of the Registered Shareholder to: investor@equityfinancialtrust.com to request a unique control number. Using the control number provided by the transfer agent, Registered Holders can file an executed proxy online at www.voteproxyonline.com. Executed proxies delivered by fax delivery should include contact information of the Registered Shareholder.

Shareholders who hold their investment through a brokerage house or a depository company ("Beneficial Shareholders") should contact their brokers directly as each intermediary has its own form of proxy and return instructions. Beneficial Shareholders may not use the form of proxy filed on www.SEDAR.com at the special meeting.

If Registered Shareholders have not received their shareholder material, they should contact their brokerage house or depository company and ask to obtain their voting control number and the steps of how to vote. Brokerage houses and depository companies will have their own specific procedures on how to vote. This could include internet voting, completing a form of proxy and faxing it, directing a broker over the phone with voting instructions or some other method as described by your brokerage house or depository company.

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.

Contact Information

  • Woodrose Corporation
    Gary Calderwood
    (403) 255-7712 or Toll Free: 1-800-265-7711