Wood Composite Announces Signing of Definitive Agreement With Boardwalktech, Inc. for Business Combination

TORONTO, April 18, 2018 (GLOBE NEWSWIRE) -- Wood Composite Technologies Inc. ("Wood Composite") is pleased to announce that, following further discussions with Boardwalktech, Inc. (“Boardwalktech”), the parties have entered into a definitive merger agreement (the “Merger Agreement”). The Merger Agreement contemplates the merger of Boardwalktech with a newly-incorporated subsidiary of Wood Composite and the issuance of securities of Wood Composite in exchange for all outstanding securities of Boardwalktech (the “Merger”). The Merger is an arm’s length transaction and will constitute a reverse takeover of Wood Composite by Boardwalktech.

Based in Cupertino California, Boardwalktech has developed a patented solution for enterprises to adopt blockchain technology which is used by over 20 Fortune 500 client companies.

On February 28, 2018, Boardwalktech completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") at a price of C$5.25 per Subscription Receipt (the "Issue Price") for aggregate gross proceeds of approximately C$10 million. Each Subscription Receipt will be automatically converted immediately prior to the closing of the Merger into one share of Boardwalktech common stock and, under the Merger, subsequently exchanged for one common share of the post-transaction company (the “Resulting Issuer”) following a consolidation of the outstanding common shares of Wood Composite on the basis of one post-consolidated common share (each, a “Resulting Issuer Common Share”) for every 410 pre-consolidated common shares (the “Consolidation”). Raymond James Ltd. acted as lead agent for a syndicate of agents, which included Canaccord Genuity Corp. and Paradigm Capital Inc. (collectively, the "Agents"), for the Private Placement.

The proceeds from the Private Placement (less 50% of the Agents’ cash commission and the expenses of the Agents) (the "Escrowed Proceeds") are currently being held in escrow until the satisfaction of certain conditions, including receipt of all necessary third party approvals and the approval of the TSX Venture Exchange (the “TSXV”) for the listing of the Resulting Issuer Common Shares on the TSXV. If the escrow release conditions are not satisfied or waived on or before the 90^th day following the date of completion of the Private Placement, or such longer period as may be permitted under the terms of the agreement governing the Subscription Receipts, or if Boardwalktech advises the Agents or publicly announces that is does not intend to satisfy one or more of the escrow release conditions, the Subscription Receipts will be cancelled and the Escrowed Funds, together with any interest thereon, will be returned to subscribers. Boardwalktech will be responsible for any shortfall in the Escrowed Funds.

Wood Composite has called an annual and special meeting of shareholders’ to be held in Toronto, Canada on May 16, 2018 (the “Meeting”) to obtain the necessary approvals required to implement the Merger, including, among other things: (i) for the Consolidation; (ii) to change the name of the company to “Boardwalktech Corp.” or such other name as the board of directors of Wood Composite, in consultation with Boardwalktech, shall determine; (iii) to continue the Resulting Issuer from the province of Alberta to the province of British Columbia; (iv) to create a new class of convertible preferred shares (the “Resulting Issuer Preferred Shares”); and (v) to elect the individuals who will serve as the directors of the Resulting Issuer following the completion of the Merger.

Pursuant to the terms of the Merger Agreement, certain existing stockholders of Boardwalktech will receive Resulting Issuer Preferred Shares on a share-for-share basis in exchange for their common and preferred stock of Boardwalktech. All other stockholders of Boardwalktech will be entitled to elect to receive Resulting Issuer Common Shares and/or Resulting Issuer Preferred Shares in exchange for their Boardwalktech common and preferred stock. The Resulting Issuer Preferred Shares will have the right to receive dividends, participate in any wind up, liquidation or dissolution and to vote on a share-for-share basis with the Resulting Issuer Common Shares, but will not be entitled to vote for the election or removal of directors of the Resulting Issuer. Subject to certain restrictions, the Resulting Issuer Preferred Shares will be convertible into Resulting Issuer Common Shares at the option of the holder on a share-for-share basis at any time after October 1, 2018, or in certain other circumstances, including the Resulting Issuer determining that it has ceased to be a “Foreign Private Issuer” for the purposes of applicable United States securities laws. The Resulting Issuer Preferred Shares will also have a right of redemption, at the option of the holder, in the event that an offer to purchase Resulting Issuer Common Shares is made which must be made, by reason of applicable securities legislation or by the regulations or policies of a stock exchange on which the Resulting Issuer Common Shares are listed, to all or substantially all of the holders of Resulting Issuer Common Shares. The proxy materials for the Meeting are expected to be mailed to shareholders shortly and will be filed and available for viewing and download on SEDAR (www.sedar.com).

Upon completion of the Merger, the directors of the Resulting Issuer will be the nominees of Boardwalktech proposed for election at the Meeting, being Andrew Duncan, Ravi (Ganesh) Krishnan, Michael Braun, Steven Parry and Charlie Glavin, and all senior officers of Wood Composite will resign and be replaced by appointees of Boardwalk. It is proposed that Andrew Duncan, the current Chief Executive Officer of Boardwalktech, will serve as Chief Executive Officer of the Resulting Issuer, Ravi (Ganesh) Krishnan, the current Chief Technology Officer of Boardwalktech, will serve as Chief Technology Officer of the Resulting Issuer, and Charlie Glavin will be appointed as Chief Financial Officer of the Resulting Issuer.

The Merger is subject to a number of conditions, including, (i) all necessary shareholder and regulatory approvals, including the approval of the TSXV for the listing of the Resulting Issuer Common Shares; (ii) the Subscription Receipts shall have been exchanged into shares of Boardwalktech in accordance with their terms and the Escrowed Proceeds shall have been released from escrow; and (iii) indebtedness of Wood Composite in the amount of C$141,000 shall have been converted to Resulting Issuer Common Shares at the Issue Price. There can be no assurance that the Merger will be completed as currently proposed or at all.

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This news release does not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Forward-Looking Information and Statements

This press release contains certain "forward-looking information" within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only Wood Composite’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of Wood Composite's control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information contained herein may include, but is not limited to, information concerning the proposed Merger with Boardwalktech.

By identifying such information and statements in this manner, the Wood Composite is alerting the reader that such information and statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Wood Composite to be materially different from those expressed or implied by such information and statements.

In connection with the forward-looking information and forward-looking statements contained in this press release, Wood Composite has made certain assumptions. Although Wood Composite believes that the assumptions and factors used in preparing, and the expectations contained in, the forward-looking information and statements are reasonable, undue reliance should not be placed on such information and statements, and no assurance or guarantee can be given that such forward-looking information and statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information and statements. The forward-looking information and forward-looking statements contained in this press release are made as of the date of this press release, and Wood Composite does not undertake to update any forward-looking information and/or forward-looking statements that are contained or referenced herein, except in accordance with applicable securities laws. All subsequent written and oral forward-looking information and statements attributable to Wood Composite or persons acting on its behalf is expressly qualified in its entirety by this notice.