ANN ARBOR, Mich., April 27, 2016 (GLOBE NEWSWIRE) -- Zomedica Pharmaceuticals Corp. (TSX-V:WOW.P) (to become ZOM) (“Zomedica” or the "Corporation") (formerly "Wise Oakwood Ventures Inc.") today announced that it has closed its previously announced Qualifying Transaction with ZoMedica Pharmaceuticals Inc. In accordance with the approvals of the Corporation's shareholders at its annual and special meeting on April 21, 2016, the Corporation has changed its name as noted above and has completed the consolidation of its outstanding common shares on a two and one-half (2½) pre-consolidated share for each one (1) post-consolidated share basis (the "Consolidation").
In addition, the following individuals have been appointed as directors and officers of the Corporation: Gerald Solensky Jr., President, Chief Executive Officer and a Director; Dr. William MacArthur, Chief Medical Officer and a Director; Dr. Stephanie Morley, Chief Operating Officer; Shameze Rampertab, Chief Financial Officer, Corporate Secretary and a Director; James Lebar, Director; Rodney Williams, Director; and Jeffrey Rowe, Director.
The TSX Venture Exchange (the "Exchange") has previously granted conditional acceptance in respect of the listing of the common shares of the Corporation resulting from the Qualifying Transaction (the "Zomedica Shares"), subject to receipt of final submission documents, which have now been delivered to the Exchange. Pending satisfactory review of such final materials by the Exchange, it is expected that the Corporation will be listed on the Exchange as a Tier 2 issuer and that trading of the Zomedica Shares under the new symbol "ZOM" will commence at the opening of markets on or about Monday, May 2, 2016.
In connection with this closing, the Corporation has issued an aggregate of 77,370,716 Zomedica Shares to former holders of common shares of ZoMedica Pharmaceuticals Inc. and has issued an aggregate of 4,500,000 options to acquire Zomedica Shares (3,500,000 of which are exercisable at a price of Cdn$0.25 for a period of two years and 1,000,000 of which are exercisable at a price of Cdn$0.05 on or before July 31, 2020) to former holders of options to acquire common shares of ZoMedica Pharmaceuticals Inc. In addition, 80,000 Zomedica Shares have been issued at a deemed price of $0.25 per share to Everfront Capital Corp., an arm’s length finder, in payment of an advisory fee owing in the amount of $20,000. In accordance with applicable securities laws, such 80,000 Zomedica Shares are subject to a four-month hold period, expiring August 22, 2016.
Immediately prior to the completion of the Qualifying Transaction, an aggregate of 100,000 broker warrants (post-Consolidation) were exercised at a price of Cdn$0.25 by the Corporation's agent under its IPO. In addition, an aggregate of 80,000 stock options were exercised by outgoing directors of the Corporation subsequent to the completion of the Qualifying Transaction. Such outgoing directors also sold an aggregate of 800,000 Zomedica Shares to incoming directors and officers of Zomedica at a price of Cdn$0.25 per share. All of such shares have been transferred within and subject to the Corporation's CPC Escrow Agreement.
As a result of the foregoing, the outstanding capital of the Corporation upon completion of the Qualifying Transaction consists of 79,430,716 Zomedica Shares and 4,500,000 options to acquire Zomedica Shares. An aggregate of 51,613,420 of the foregoing shares will be subject to 36-month escrow restrictions, with ten percent (10%) of such escrowed shares being releasable upon receipt of final Exchange approval and a further fifteen percent (15%) being releasable on each of the six-month, twelve-month, eighteen-month, twenty-four month, thirty month and thirty-six month anniversaries of such approval.
In addition, a further 14,925,850 Zomedica Shares that were issued by ZoMedica Pharmaceuticals Inc. at a price of Cdn$0.05 per share and 1,000,000 options (exercisable at a price of Cdn$0.05) are subject to a one (1) year hold period from the date of closing, with twenty percent (20%) of the foregoing securities being released from such restrictions upon closing and a further twenty percent (20%) of the foregoing securities being releasable every three (3) months thereafter.
For further details regarding the Qualifying Transaction, including detailed profiles of the individuals that have been appointed officers and directors of the Corporation, readers are encouraged to make reference to the Filing Statement of the Corporation that was filed on March 30, 2016 and is available under the Corporation's profile at www.sedar.com.
About Zomedica
With U.S. operations based in Ann Arbor, Michigan, Zomedica is a veterinary pharmaceutical company targeting health and wellness solutions for companion animals (canine, feline and equine) through a ground-breaking approach that focuses on the unmet needs of clinical veterinarians. Zomedica is building a diversified portfolio of products comprised of the discovery, development and commercialization of innovative drugs alongside novel drug delivery systems, devices and diagnostics. With multiple clinical veterinarians in executive management, it is Zomedica’s mission to give veterinarians the opportunity to lower costs, increase productivity, and grow revenue while better serving the animals in their care. For more information, visit www.ZOMEDICA.com.
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Early Warning Reports
In connection with the completion of the Qualifying Transaction, Gerald Solensky Jr. (President, Chief Executive Officer and a Director of the Corporation) acquired ownership of 37,903,100 Zomedica Shares, representing approximately 47.72% of the issued and outstanding Zomedica Shares. After giving effect to the Qualifying Transaction, Mr. Solensky owns an aggregate of 37,903,100 Zomedica Shares, representing 47.72% of the total issued and outstanding Zomedica Shares. The Zomedica Shares acquired by Mr. Solensky were acquired for investment purposes. In the future, Mr. Solensky may acquire additional securities of the Corporation, dispose of some or all of the securities he now holds, or may continue to hold his current position. Mr. Solensky entered into a Value Security Escrow Agreement dated on or about April 21, 2016 (in respect of 37,343,100 of the Zomedica Shares) and agreed to be bound a previously existing CPC Escrow Agreement (in respect of 560,000 of the Zomedica Shares). Each of the foregoing agreements imposes 36-month escrow restrictions on the Zomedica Shares held by Mr. Solensky, with ten percent (10%) of such escrowed shares being releasable upon receipt of final TSX-V approval and a further fifteen percent (15%) being releasable on each of the six-month, twelve-month, eighteen-month, twenty-four month, thirty month and thirty-six month anniversaries of such approval. An early warning report will be filed by Mr. Solensky in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Mr. Solensky at 734.369.2555.
In connection with the completion of the Qualifying Transaction, Rowe Family GST Trust acquired ownership of 11,120,000 Zomedica Shares, representing approximately 14.0% of the issued and outstanding Zomedica Shares. As part of the Qualifying Transaction, Jeffrey M. Rowe U/T/A Date November 5, 2004, a trust that may be considered to be a "joint actor" with Rowe Family GST Trust on the basis that they have common trustees, acquired ownership of 80,000 Zomedica Shares. The Zomedica Shares acquired by Rowe Family GST Trust were acquired for investment purposes. In the future, Rowe Family GST Trust may acquire additional securities of the Corporation, dispose of some or all of the securities it now holds, or may continue to hold its current position. Rowe Family GST Trust entered into a Value Security Escrow Agreement dated on or about April 21, 2016 (in respect of 11,120,000 Zomedica Shares). Jeffrey M. Rowe U/T/A Date November 5, 2004 agreed to be bound a previously existing CPC Escrow Agreement (in respect of 80,000 Zomedica Shares). Each of the foregoing agreements imposes 36-month escrow restrictions on the Zomedica Shares held by the Offeror and the Joint Actor, respectively, with ten percent (10%) of such escrowed shares being releasable upon receipt of final TSX-V approval and a further fifteen percent (15%) being releasable on each of the six-month, twelve-month, eighteen-month, twenty-four month, thirty month and thirty-six month anniversaries of such approval. An early warning report will be filed by Rowe Family GST Trust in accordance with applicable securities laws. To obtain a copy of the early warning report, please contact Mr. Jeffrey Rowe (a trustee of the foregoing trusts who also serves as a director of the Corporation) at 810.618.8628.
Reader Advisory
Neither 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 the release.
Except for statements of historical fact relating to Zomedica, the information contained herein constitutes forward-looking statements. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. Except as required by applicable securities requirements, Zomedica undertakes no obligation to update forward-looking statements if circumstances or management's estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.