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2017

Novoheart Holdings Inc.
Reverse Takeover and Subscription Receipt Financing

We acted for Woodrose Ventures Corporation (“Woodrose”), a TSX Venture Exchange listed issuer, in connection with its acquisition of all of the issued and outstanding shares of Novoheart Holdings Ltd. (“Novoheart”), a private global stem cell biotechnology company dedicated to human heart engineering. The acquisition constituted a reverse takeover transaction of Woodrose pursuant to TSX Venture Exchange Policy 5.2 - Change of Business and Reverse Takeovers. Following the acquisition, Woodrose has been renamed “Novoheart Holdings Inc.” (the “Resulting Issuer”) and its shares now trade on the TSX Venture Exchange under the symbol “NVH”.

In connection with the acquisition, Woodrose completed a subscription receipt financing whereby 14,300,000 subscription receipts were sold at a price of $0.50 per subscription receipt for gross proceeds of $7.15 million. Upon completion of the acquisition, the subscription receipts converted on a one-for-one basis into a total of 14,300,000 post-consolidation shares of the Resulting Issuer.

The Resulting Issuer will continue to focus on Novoheart’s range of bioengineering technologies collectively known as the MyHeartTM platform, including the world’s first human mini-heart “novoHeartTM” that is fully capable of pumping and ejecting fluid.