Woodrose Corporation
TSX VENTURE : WRS.H
NEX BOARD : WRS.H

September 21, 2017 12:00 ET

Woodrose Ventures Corporation Announces Closing of Subscription Receipt Financing in connection with its Proposed Acquisition of Global Stem-Cell Biotechnology Company Novoheart Holdings Ltd.

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 21, 2017) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Woodrose Ventures Corporation (NEX:WRS.H) ("Woodrose" or the "Company") is pleased to announce it has completed its previously announced non-brokered private placement offering pursuant to which it has sold an aggregate of 14,300,000 subscription receipts (each, a "Subscription Receipt") at a price of CDN$0.50 per Subscription Receipt for gross proceeds of $7,150,000 (the "Private Placement"). The closing of the Private Placement is a condition to closing of the share exchange agreement dated March 10, 2017 entered into by the Company, as amended by an amending agreement dated May 10, 2017 (the "Agreement"), pursuant to which the Company will acquire all of the shares of Novoheart Holdings Ltd. ("Novoheart") (the "Transaction"). The Transaction constitutes a "reverse take-over" of Woodrose in accordance with the policies of the TSX Venture Exchange (the "TSXV").

As previously announced, in connection with the Transaction, Woodrose is also proposing to complete a share consolidation (the "Consolidation") on the basis of 3.56878449 old common shares for each one new common share and will change its name to "Novoheart Holdings Inc". As herein, a "Resulting Issuer Share" means a common share of the Company following both the Consolidation and the proposed name change.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action on the part of the holder, one common share of the Resulting Issuer upon receipt by the escrow agent of a satisfaction notice (the "Satisfaction Notice") from the Company and Novoheart, confirming that all conditions, approvals, undertakings and other matters necessary to complete the Transaction in accordance with the Agreement have been satisfied or waived at or before 4:00 p.m. (Vancouver time) on September 29, 2017 (the "Deadline").

The Subscription Receipts (any the Resulting Issuer Share issued on exercise thereof) are subject to a statutory hold period expiring on January 21, 2018.

If the Satisfaction Notice is not provided on or before the Deadline, or the Company has provided notice to the escrow agent that the Transaction will not be completed by the Deadline (each case being a "Refund Event"), on the date of the Refund Event, the holders of the Subscription Receipts will be entitled to receive an amount equal to $0.50 for each Subscription Receipt held.

The Company expects that closing of the Transaction will occur on Wednesday, September 27, 2017. The parties to the Transaction will be making their final submission to the Exchange post-closing in connection with the Exchange's issuance of its final exchange bulletin (the "Final Exchange Bulletin") and the Company anticipates that the TSXV will issue their Final Exchange Bulletin by Friday, September 29, 2017 and that the Resulting Issuer Shares will commence trading as soon as possible after the issuance of the Final Exchange Bulletin under the symbol "NVH".

The Company has agreed that it will (i) pay certain finders (the "Finders") aggregate cash commissions of $486,018.40 (such amount being equal to 7.0% of the gross proceeds of the Private Placement from subscribers introduced to the Company by the relevant Finder); and (ii) issue to the Finders an aggregate of 972,037 share purchase warrants (each, a "Finders' Warrant") on closing of the Transaction. Each Finders' Warrant will entitle the holder to acquire one Resulting Issuer Share at a price of CDN$0.50 until the date that is 24 months from the date of the closing of the Transaction. The Finders' Warrants and any Resulting Issuer Shares issued pursuant to the exercise thereof will be subject to a statutory hold period of four months and one day from closing of the Transaction.

As disclosed in the Company's news release issued on March 10, 2017, the net proceeds of the Private Placement will be used to finance investment in drug discovery and screening, establish commercial partnerships, expand the current laboratory, hire additional research and development team members and for working capital and general corporate purposes.

For further details regarding the Transaction please see the Company's news releases dated March 10, 2017 and May 10, 2017.

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 and the conversion of the Subscription Receipts are subject to a number of conditions, including but not limited to, Exchange acceptance and, in the case of the Transaction, majority shareholder approval. The Transaction cannot close until the required shareholder approval is obtained and 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 conversion of the Subscription Receipts and completion of the Transaction, as well as statements regarding the expected closing date of the Transaction, the issuance of the Final Exchange Bulletin and the date on which the Resulting Issuer Shares are expected to begin trading 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 the additional risks identified the management discussion and analysis section of Woodrose'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.

Contact Information

  • Woodrose Ventures Corporation
    Suite 1430 - 800 West Pender Street
    Vancouver, British Columbia
    V6C 2V6 Canada
    Attention: Darren Devine
    +1 604-638-8067