Woodbridge Ventures and Jack Nathan Medical Announce Closing of Subscription Receipt Offering

TORONTO, Aug. 04, 2020 (GLOBE NEWSWIRE) -- Woodbridge Ventures Inc. (the "Corporation" or "WVI") (TSXV:WOOD.P) and Jack Nathan Medical Inc. ("Jack Nathan") are pleased to announce that Jack Nathan has completed its brokered private placement of subscription receipts ("Subscription Receipts") co-led by PI Financial Corp. and Regent Capital Partners Inc., and including Canaccord Genuity Corp. and Eight Capital (collectively, the "Agents") for gross proceeds of approximately $5,684,105 (the "Offering"). The Offering was completed in connection with the proposed business combination (the "Transaction") between Jack Nathan and WVI previously announced in press releases of WVI dated December 23, 2019 and July 29, 2020, which transaction is intended to constitute WVI's "Qualifying Transaction" pursuant to Policy 2.4 of the TSX Venture Exchange (the "TSXV") to ultimately form the resulting issuer (the "Resulting Issuer") and the listing of the Resulting Issuer common shares (the "Resulting Issuer Common Shares") on the TSXV.

The Offering

Under the terms of the Offering and pursuant to an agency agreement (the "Agency Agreement") dated July 31, 2020 among Jack Nathan, WVI and the Agents, Jack Nathan issued 11,296,211 Subscription Receipts at a price of $0.50 per Subscription Receipt (the "Offering Price") for gross proceeds of approximately $5,684,105. The net proceeds of the Offering will be used for general corporate and working capital purposes.

Each Subscription Receipt will automatically convert into one unit (a "Unit") of Jack Nathan on the satisfaction or waiver of all conditions precedent to the Transaction and certain other ancillary conditions customary for transactions of this nature (collectively, the "Release Conditions"), without the payment of additional consideration or the taking of further action on the part of the subscriber.  Each Unit will be comprised of one common share in the capital of Jack Nathan and one-half of one non-transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share in the capital of Jack Nathan (each, a “Warrant Share”) at a price of $0.75 per Warrant Share for a period of two years following the closing date of the Concurrent Financing.  If, for any consecutive 10 trading days following completion of the Transaction, the volume-weighted average price of the Resulting Issuer Common Shares is equal to or greater than $1.00, the Resulting Issuer may accelerate the expiry date of the Warrants by giving notice to the holders and, in such case, the Warrants will expire on the 30th day after the date of such notice.

The gross proceeds of the Concurrent Financing (less the Agents' expenses and 50% of the Commission, as defined below) will be held in escrow pending the satisfaction of the Release Conditions. In the event the event the Transaction does not occur on or before November 28, 2020, the gross proceeds shall be returned to the purchasers pro rata without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.

Upon completion of the Transaction, each common share and Warrant of Jack Nathan issued pursuant to the Concurrent Financing will automatically be exchanged for one Resulting Issuer Common Share and one warrant of the Resulting Issuer (such warrants to have the same terms as the Warrants) resulting in an effective issue price of $0.50 per Resulting Issuer Common Share.

Pursuant to the Agency Agreement, the Agents received a cash commission of approximately $153,933 on closing of the Offering. The Agents will receive a further commission of approximately $153,933 upon conversion of the Subscription Receipts. The Agents also received 615,734 options ("Compensation Options"), each of which entitles the holder to acquire one Jack Nathan common share at an exercise price of $0.50 per share for two years from the listing of Jack Nathan common shares on the TSXV. On closing of the Transaction, the Compensation Options will be exchanged for options to purchase Resulting Issuer Common Shares having the same exercise price and expiry date as the Compensation Options.

Unless permitted under securities legislation, all securities issued pursuant to the Offering are subject to a hold period ending on the date that is four months and a day after the later of (i) July 31, 2020, and (ii) the date that Jack Nathan became a reporting issuer in any province or territory.

Filing Statement

In connection with the Transaction and pursuant to TSXV requirements, the Corporation will file a filing statement on SEDAR, which will contain details regarding the Transaction, the Offering, the Corporation, Jack Nathan and the Resulting Issuer.

Securities Exchange Agreement

On July 31, 2020, concurrent with the closing of the Offering, the Corporation, Jack Nathan and the securityholders of Jack Nathan entered into the definitive securities exchange agreement with respect to the Transaction.

Forward-Looking Statements

This press release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws including, but not limited to, statements regarding the plans, intentions, beliefs and current expectations of the Corporation and Jack Nathan with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding: expectations regarding whether the Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied including, but not limited to, the necessary regulatory approvals and the timing associated with obtaining such approvals; the timing for completing the Transaction; and, the business plans and expectations of the Resulting Issuer.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflects the Corporation and Jack Nathan's respective management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Corporation and Jack Nathan each believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction as anticipated or at all; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws and regulations; compliance with government regulation and the costs associated with compliance; costs of developing projects and product opportunities; the risks and uncertainties associated with the medical clinic market; and the diversion of management time on the Transaction. This forward-looking information may be affected by risks and uncertainties in the business of the Corporation and Jack Nathan and/or general market conditions.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Corporation and Jack Nathan have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended and such changes could be material. The Corporation and Jack Nathan do not intend, and do not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the Subscription Receipts or Resulting Issuer Shares in any jurisdiction, nor will there be any offer or sale of the Units in any jurisdiction in which such offer, solicitation or sale would be unlawful. The Subscription Receipts and Resulting Issuer Shares have not and will not be registered under the U.S. Securities Act or any U.S. state securities laws, and therefore will not be offered or sold within the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and applicable state securities laws.

About Woodbridge Ventures Inc.

WVI is a CPC governed by the policies of the TSXV. WVI's principal business is the identification and evaluation of assets or businesses with a view to complete a Qualifying Transaction.

Investors are cautioned that trading in the securities of a CPC should be considered highly speculative.

For further information please contact:

Raphael Danon, CFO of Woodbridge at [email protected].

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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