ZOMEDICA PHARMACEUTICALS CORP. ("ZOM")
[formerly Wise Oakwood Ventures Inc. ("WOW.P")]
BULLETIN TYPE: Reinstated For Trading, Qualifying Transaction-Completed/New Symbol, Name Change and Consolidation
BULLETIN DATE: April 29, 2016
TSX Venture Tier 2 Company
Reinstated For Trading
Further to TSX Venture Exchange Bulletin dated October 30, 2015, the Company has now completed its Qualifying Transaction, as set forth below.
Effective at the opening, Monday, May 2, 2016, trading will be reinstated in the securities of the Company (CUSIP #98979F 10 7).
Qualifying Transaction-Completed/New Symbol
TSX Venture Exchange has accepted for filing the Company's Qualifying Transaction described in its Filing Statement dated March 30, 2016. As a result, at the opening on Monday, May 2, 2016, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the arm's length acquisition (the Acquisition) of ZoMedica Pharmaceuticals Inc. (ZoMedica), a private company, for a consideration of 77,370,716 post- Consolidation, (as defined below), common shares of the Company to be issued at a deemed price of $0.25 per share ($19,342,679).
The Acquisition is to be completed pursuant to a three-cornered amalgamation (the Amalgamation) pursuant to the Canada Business Corporations Act under the terms of an amalgamation agreement dated March 30, 2016, (the Amalgamation Agreement) entered into among the Company, a wholly owned subsidiary of the Company, and ZoMedica. The Amalgamation Agreement contemplates, among other things, that the Company will carry out a consolidation of its common shares on the basis of one new common share for every 2.5 old common shares (the Consolidation), and complete a consequential change of name to Zomedica Pharmaceuticals Corp.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Gerald Solensky, Jr. Y 37,903,100
William MacArthur Y 1,374,740
Shameze Rampertab Y 40,000
James Lebar Y 200,000
Rodney Williams Y 40,000
Jeffrey Rowe Y 11,200,000
Stephanie Morley Y 855,580
An advisory fee of $20,000 will be payable to Everfront Capital Corp., an arm's length finder, through issuance of 80,000 Common Shares at a deemed price of $0.25 per share in connection with the transaction.
The Exchange has been advised that the above transactions, approved, as required, by Shareholders on April 21, 2016, have been completed.
Further information about the Company and the Qualifying Transaction can be found in the Company's Filing Statement dated March 30, 2016, as filed under the Company's profile on SEDAR at www.sedar.com.
In addition, the Exchange has accepted for filing the following:
Name Change and Consolidation
Pursuant to a resolution passed by shareholders on April 21, 2016, the Company has consolidated its capital on a 2.5 old for 1 new basis. The name of the Company has also been changed from Wise Oakwood Ventures Inc, to Zomedica Pharmaceuticals Corp.
Effective at the opening May 2, 2016, the common shares of Zomedica Pharmaceuticals Corp will commence trading on TSX Venture Exchange, and the common shares of Wise Oakwood Ventures Inc, will be delisted.
The Company is classified as a 'research and development in the physical, engineering, and life sciences' company.
Post - Consolidation
Capitalization: unlimited shares with no par value of which
79,430,716 common shares are issued and outstanding.
Escrow: A total of 51,613,420 common shares will be subject to escrow, with 50,813,420 shares subject to a Tier 2 Value Escrow Agreement and 800,000 shares subject to a CPC Escrow Agreement
Transfer Agent: Computershare Trust Company of Canada
Trading Symbol: ZOM (new)
CUSIP Number: 98979F 10 7 (new)
Company Contact: Shameze Rampertab, CFO, Corporate Secretary, and Director
Company Address: 3928 Varsity Drive
Ann Arbor, MI 48108
Company Phone Number: (734) 929-4985
Company Fax Number: (734) 436-8680
Company Email Address: srampertab@zomedica.com
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