WILLOW BIOSCIENCES INC. ANNOUNCES $30.0 MILLION RECAPITALIZATION FINANCING AND PROPOSED APPOINTMENT OF NEW EXECUTIVE TEAM AND BOARD OF DIRECTORS TO FORM ATLAS ENERGY CORP.
Canada NewsWire
CALGARY, AB, May 7, 2025
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CALGARY, AB, May 7, 2025 /CNW/ - Willow Biosciences Inc. (the "Company") (TSX: WLLW) (OTCQB: CANSF) is pleased to announce that it has entered into a definitive reorganization and investment agreement (the "Agreement") with Mark Hodgson, Don Kornelsen, Ryan Giroux, Blair Anderson and Richard Naden (the "Initial Investors") which provides for: (i) a non-brokered equity private placement for gross proceeds of $30.0 million (the "Private Placement"); (ii) the appointment of a new executive team (the "New Executive Team") and the reconstitution of the board of directors (the "New Board") of the Company; and (iii) a change of the Company's name to "Atlas Energy Corp." (the "Name Change") (collectively, the "Transaction"). The shareholders of the Company will be asked to approve, at a special meeting called for such purpose, a consolidation of the common shares of the Company (the "Common Shares") on the basis of one post-consolidation Common Share for every five pre-consolidation Common Shares (the "Consolidation") to satisfy the pricing requirements of the TSX Venture Exchange (the "TSXV") in connection with the proposed listing on the TSXV. The completion of the Transaction is expected to occur on or about June 19, 2025 (the "Closing"), subject to certain closing conditions, including the approval of the TSXV and the completion of the Consolidation. Following Closing, the Common Shares are expected to trade on the TSXV on a post-Consolidation basis under the name "Atlas Energy Corp." and new stock symbol "ATLE". The Common Shares will be delisted from the Toronto Stock Exchange concurrent with Closing.
Following listing on the TSXV pursuant to the TSXV Sandbox program, the Company will be an international upstream royalty and streaming company focused on the identification, acquisition, management and monetization of a well-diversified portfolio of international upstream oil and gas royalty and streaming transactions. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics.
The New Executive Team will be led by Mark Hodgson as President and Chief Executive Officer, Travis Doupe as Chief Financial Officer, Don Kornelsen as Vice President, Commercial, Ryan Giroux as Vice President, Corporate Development and Blair Anderson as Vice President, Geoscience of the Company and Richard Naden as a Senior Executive.
The New Board will be comprised of Mark Hodgson, Richard F. McHardy, Gary Brown, Glenn McNamara and Scott Price.
New Executive Team
The New Executive Team has a demonstrated history of value creation across multiple business cycles and geographies, with deep expertise in both high-growth and international oil and gas ventures. Notably, Mark Hodgson and Richard F. McHardy co-founded and led Spartan Delta Corp., a leading Montney and Deep Basin-focused producer in Alberta, Canada. Under their leadership, Spartan Delta scaled production from 300 boepd to over 80,000 boepd in just three years, generating $2.7 billion in value from $537 million of capital through a combination of organic growth and strategic acquisitions.
Together, the New Executive Team brings over 150 years of international upstream experience, having held senior leadership roles, and garnering experience across more than 70 oil and gas producing countries. With a track record of founding, financing, scaling and monetizing successful energy companies both domestically and abroad, the New Executive Team is well positioned to drive growth and value creation for the recapitalized Company.
Mark Hodgson Mr. Hodgson has been a public oil and gas
Director, President and company
Chief Executive Officer founder and has
extensive experience in leadership roles
both domestically
and internationally.
Prior to Atlas, Mr. Hodgson was
co-founder and Vice
President, Corporate
Development of Spartan Delta, and has
also held various
executive roles
working in Canada, Albania, Hungary,
Romania, Croatia,
the US and the UK.
Mr. Hodgson holds a degree in Finance
from the Wharton
School and has
over 25 years of experience in corporate
finance,
mergers and acquisitions,
upstream business development and
oilfield operations.
Travis DoupeChief Financial Officer Mr. Doupe has been the Chief Financial
Officer of
the Company since 2018.
He has over 18 years' experience in
financial leadership
roles in the
international oil and gas industry,
during which time
he provided corporate
strategic direction while overseeing all
aspects of
financial operations,
including budgeting and planning,
treasury, accounting,
tax, reporting and
investor relation functions. Over half of
Mr. Doupe's
18 years of financial
experience has been in various Chief
Financial Officer
roles, principally in
publicly listed companies. Mr. Doupe
holds a CA-CPA
designation and a
Bachelor of Management degree from the
University
of Calgary.
Ryan Giroux Mr. Giroux is a petroleum engineer and
Vice President, finance professional
Corporate with 24 years of
Development experience working in the oil and gas
industry and
banking, including more
than 17 years focused internationally.
Mr. Giroux
spent the past 14 years
carrying out financing and advisory work
for various
London-based banks.
During this time, he completed over 40
transactions,
involving assets and
projects in more than 30 countries across
Europe,
Africa, the Middle East, Asia
and Latin America. Prior to Atlas, Mr.
Giroux worked
as a Director in Societe
Generale's industry-leading energy
finance group in
London.
Don KornelsenVice President, Mr. Kornelsen has over 18 years'
Commercial experience in the
corporate finance industry
including over 15 years focused on
mergers and acquisitions
advisory within
the energy industry where he has advised
on over $14
billion of transactions.
Mr. Kornelsen spent the last 12 years
working within
the business
development team at Vermilion Energy
where he focused
on commercial
negotiations and valuation analysis to
enhance the
company's global portfolio
of assets. Previous to this, he spent
three years
working with Standard
Chartered Bank's energy M&A advisory
team, focused
on transactions in
Africa, Asia and the Middle East, as well
as aiding
international clients with
investments into the Canadian energy
industry.
Blair AndersonVice President, Mr. Anderson is a seasoned Geologist with
Geoscience over 40
years of experience
working in the international upstream
sector in senior
executive roles where
his work has resulted in significant
discoveries across
multiple basins, with
notable success in Trinidad, Libya,
Turkey and Indonesia.
In his role as Vice
President Geoscience at Atlas, Mr.
Anderson brings
extensive international
experience through Southeast Asia,
Mexico, South America,
Caribbean, North
and West Africa, the Middle East and
Europe. Prior
to Atlas, Mr. Anderson
was Vice President, Corporate Development
at Condor
Petroleum.
Richard NadenSenior Executive Mr. Naden is an industry veteran with
over 40 years
of executive and
petroleum engineering experience, working
in E&P companies
from the
startup phase through successful exits at
10,000 -
50,000+ boepd. With four
prior VP Engineering roles and extensive
technical
consulting projects
throughout North and Latin America,
Europe, MENA,
CIS and India, Mr.
Naden brings the Atlas team a highly
complementary
set of executive and
engineering skills. Most recently, he was
an independent
international
petroleum engineering consultant
principally focused
on A&D, development,
EOR and lending due diligence.
New Board
The independent members of the New Board have strong track records and distinguished careers in the international oil and gas industry, and bring senior leadership experience from the largest private oil and gas royalty business in Canada and the largest metal streaming business in the world. Their combined experience will provide the New Executive Team with invaluable insight, guidance and support.
Richard F. McHardy Mr. McHardy has been a founder of a number of public
Chairman oil and gas companies.
Currently, Mr. McHardy is the President and CEO of
Logan Energy and
Chairman of Spartan Delta. Before that, Mr. McHardy
was the founder and
CEO of Titan Exploration, Spartan Oil, Spartan
Exploration,
Spartan Energy
and the Executive Chairman of Spartan Delta Corp.
Glenn McNamara Mr. McNamara holds over 40 years of experience in
Director the international upstream
space, having spent much of his career at ExxonMobil
working across multiple
jurisdictions. He was most recently the CEO of Heritage
Royalties, a multi-
billion dollar privately held upstream royalty company
and, prior to this, held
positions as President of BG Canada, Exxon Canada
West and Petromanas.
He has experience working across South America, the
United States, Europe
and Asia Pacific and currently serves on the boards
of Parex Resources,
Whitecap Resources and PrairieSky Royalty.
Scott Price Mr. Price holds over 40 years of international upstream
Director leadership experience
across multiple jurisdictions. He was most recently
CEO of Solana Resources
and, after successfully monetizing Solana through
a sale to Gran Tierra,
became a lead independent director of the company.
Prior to this, Mr. Price
was the CEO of Aventura, a successful startup in Trinidad
which sold to BG,
as well as holding multiple other senior leadership
positions internationally
throughout his successful career.
Gary BrownDirector Mr. Brown was the Chief Financial Officer of Wheaton
Precious Metals Corp.
("Wheaton") for almost 17 years until his retirement
from that position effective
March 31, 2025. At Wheaton, Mr. Brown played an integral
role in the
company's financial growth, strategic direction and
risk management, all
contributing to Wheaton's industry-leading success
in the precious metal
streaming business. Prior to Wheaton, Mr. Brown held
senior financial roles at
Westcoast Energy Inc., CAE Inc., Creo Inc., and TIR
Systems Ltd. and brings
over 35 years of experience as a financial professional.
He holds professional
designations as both a Chartered Professional Accountant
and a Chartered
Financial Analyst, having earned a Masters Degree
in Accounting at the
University of Waterloo.
Corporate Strategy
The New Executive Team brings a proven track record of creating shareholder value through strategic acquisitions. They believe the current liquidity constraints in the international oil and gas sector present a timely opportunity to reposition the Company by building a diversified portfolio of royalty and streaming interests in select international markets. The Company will also evaluate royalty and streaming opportunities in the North American market should such opportunities become available at similar attractive metrics.
Following the completion of the Transaction, the New Executive Team will focus on investing in producing and growth-oriented oil and gas assets aligned with their prior operating expertise. With a disciplined and diversified strategy, the Company will aim to acquire economic interests in undercapitalized assets that have been overlooked amid recent shifts in capital allocation within the industry.
The portfolio will be structured to manage risk and capture upside by balancing exposure across jurisdictions, asset stages, commodity price dynamics and offtake structures. Upon recapitalization, the Company will be uniquely positioned as one of the only royalty and streaming platforms dedicated to international oil and gas -- offering a rare opportunity to generate strong shareholder returns in an underserved segment of the market.
Upon completion of the Transaction, the recapitalized Company is expected to have a net cash position of approximately $30.0 million. The New Executive Team believes that this starting point will provide the Company with a platform for aggressive growth through strategic acquisitions and internally generated prospects across multiple jurisdictions.
Private Placement
Pursuant to the Private Placement, the Initial Investors, together with additional subscribers identified by the Initial Investors, will subscribe for 3.0 billion Common Shares and units (the "Units") of the Company at a price of $0.01 per Common Share and Unit, as applicable, on a pre-Consolidation basis, for aggregate gross proceeds of $30.0 million.
Units will be issued to subscribers that are members of the New Executive Team and the New Board, together with certain additional subscribers identified by such persons. Common Shares will be issued to all other subscribers.
Each Unit shall be comprised of one Common Share and one Common Share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder to purchase one Common Share at a price of $0.01 (the "Exercise Price") (on a pre-Consolidation basis) for a period of five years. The Warrants will vest and become exercisable as to one third upon the 10-day weighted average trading price of the Common Shares (the "Market Price") equaling or exceeding 50% above the Exercise Price, an additional one-third upon the Market Price equaling or exceeding 75% above the Exercise Price and a final one-third upon the Market Price equaling or exceeding 100% above the Exercise Price.
Proceeds from the Private Placement will be used to fund future acquisition opportunities and for general working capital purposes. The Company may pay fees to certain advisory firms that assist in the placement of the Private Placement.
The Private Placement will not result in the creation of a new "control person", as such term is defined by the policies of the TSXV.
TSXV Sandbox Program
The Company has made an application to list as a Tier 2 Investment Issuer under the TSXV Sandbox program, subject to TSXV approval. The TSXV Sandbox is an initiative intended to facilitate listing applications that may not generally satisfy the requirements and guidelines of the TSXV, but due to facts or situations unique to a particular issuer, otherwise warrant a listing on the TSXV or an exemption from certain requirements in the TSXV Corporate Finance Manual.
Upon the completion of the Transaction, the Company will not meet certain of the original listing requirements of the TSXV set out in Policy 2.1 - Initial Listing Requirements. As such, the Company has requested that the TSXV exercise its discretion, subject to the completion of the Private Placement, to waive certain original listing requirements for listing pursuant to the TSXV Sandbox. The Company's proposed TSXV Sandbox listing application remains subject to TSXV approval.
The Company has applied to the TSXV for a waiver from the sponsorship requirements under Policy 2.2 -- Sponsorship and Sponsorship Requirements of the TSXV of the TSXV's Corporate Finance Manual. The Company's waiver request remains subject to TSXV approval.
Completion of the Transaction
The resignation of the current board of directors and executive team of the Company (other than Travis Doupe, who will continue as Chief Financial Officer), the appointment of the New Executive Team and New Board, the Name Change and the Consolidation will occur contemporaneous with the Closing of the Private Placement.
Completion of the Transaction is subject to a number of conditions and approvals including, but not limited to, the approval of the TSXV and the completion of the Consolidation to satisfy the pricing requirements of the TSXV.
The Company has committed to seek shareholder approval of the Consolidation at a meeting of shareholders to be held prior to Closing, and, subject to receiving shareholder approval, to effect the Consolidation concurrent with Closing. At the meeting, shareholders will also be asked to consider a resolution authorizing the New Board, at its discretion, to proceed with a potential further consolidation of the Common Shares during the twelve months following Closing on the basis of one post-consolidation Common Share for up to every 40 pre-consolidation Common Shares to promote increased liquidity and reduced volatility in the trading of the Common Shares.
No fractional shares will be issued. Any fractional interest in a post-Consolidation Common Share that is less than 0.5 resulting from the Consolidation will be rounded down to the nearest whole Common Share and any fractional interest in a post-Consolidation Common Share that is 0.5 or greater will be rounded up to the nearest whole Common Share.
Neither the 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 this release.
Board of Directors' Recommendation
The current board of directors of the Company has unanimously approved the Transaction and the Consolidation and determined that the Transaction and the Consolidation are in the best interests of the Company and its shareholders.
The board of directors recommends that the Company's shareholders vote in favour of the Consolidation at the upcoming special meeting.
The Agreement
The Agreement contains a number of customary representations, warranties and conditions. The complete Agreement will be accessible on the Company's SEDAR+ profile at www.sedarplus.ca.
Advisors
National Bank Financial Inc. and DeltaCap Partners Inc. acted as co-financial advisors to the New Executive Team in connection with the Transaction. Stikeman Elliott LLP is acting as counsel to the Initial Investors and will act as counsel to the recapitalized Company upon completion of the Transaction.
The Company
Willow Biosciences Inc. is a corporation existing under the laws of the Province of Alberta. Until the sale of its operating subsidiary for cash proceeds on April 30, 2025, the Company developed and produced precision fermented ingredients for the health and wellness, food and beverage, and personal care markets. Following completion of the disposition, the Company no longer has an active business. The Company's Common Shares are currently listed on the TSX under the trading symbol "WLLW".
As of the date of this press release, there are 147,196,767 Common Shares and 12,878,204 Common Share purchase warrants issued and outstanding (on a pre-Consolidation Basis), which, for greater certainty, do not include any Common Shares or Warrants to be issued pursuant to the Private Placement. Assuming the Private Placement consists of $15.0 million of Common Shares and $15.0 million of Units, the Company will have 3,147,196,767 Common Shares and 1,512,878,204 Common Share purchase warrants outstanding following completion of the Private Placement (on a pre-Consolidation basis).
Reader Advisory
Completion of the Transaction is subject to a number of conditions, including but not limited to, the acceptance of the TSXV. There can be no assurance that the Transaction will be completed as proposed or at all.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
Investors are cautioned that, except as disclosed in a TSXV Form 2B -- Listing Application to be prepared and filed 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 the Company should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved of the contents of this press release.
Investors are advised that the Company is expected to be listed on TSXV as a TSXV Sandbox Listing as the Company will not meet all TSXV's listing requirements at the time of listing. For details on TSXV Sandbox, please visit .
Forward-Looking and Cautionary Statements
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. More particularly and without limitation, this news release contains forward looking statements and information concerning: the Transaction, including the size, terms and completion of the Private Placement and the expected composition of the New Executive Team and the New Board; the application to the TSXV in respect of the Transaction; the timing and ability of the Company to commence trading on the TSXV (if at all); and the business and operations of the Company; the completion, ratio and timing of the Consolidation; the recapitalized Company's corporate strategy; the financial performance of the recapitalized Company; and other anticipated benefits of the Transaction.
The forward-looking statements and information are based on certain key expectations and assumptions made by the Company, including expectations and assumptions concerning the Transaction, the Consolidation, the TSXV and regulatory approvals, the satisfaction of other closing conditions in accordance with the terms of the Agreement and the ability of the New Executive Team to implement the corporate strategy of the recapitalized Company. Although the Company believes that the expectations and assumptions on which such forward-looking statements and information are based are reasonable, undue reliance should not be placed on the forward looking statements and information because the Company can give no assurance that they will prove to be correct. By its nature, such forward-looking information is subject to various risks and uncertainties, which could cause the actual results and expectations to differ materially from the anticipated results or expectations expressed.
These risks and uncertainties, include, but are not limited to, the parties being unable to obtain the required TSXV approvals, fluctuations in commodity prices, changes in industry regulations and political landscape both domestically and abroad, foreign exchange or interest rates, stock market volatility, the imposition or expansion of tariffs imposed by domestic and foreign governments or the imposition of other restrictive trade measures, retaliatory or countermeasures implemented by such governments, including the introduction of regulatory barriers to trade and the potential effect on the demand and/or market price for the oil and gas production and/or otherwise adversely affects the Company, the availability of investment opportunities meeting the New Executive Team's investment criteria, the retention of key management and employees and obtaining required approvals of regulatory authorities. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date hereof, and to not use such forward-looking information for anything other than its intended purpose. The Company undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by law.
FOFI Disclosure
This press release contains future-oriented financial information and financial outlook information (collectively, "FOFI") about the recapitalized Company's prospective financial condition, results of operations, investments and components thereof following completion of the Transaction including information on net cash position, all of which are subject to the same assumptions, risk factors, limitations and qualifications as set forth in the above paragraphs. FOFI contained in this press release was approved by management as of the date of this press release and was provided for the purpose of providing further information about the recapitalized Company's anticipated future business operations. The Company disclaims any intention or obligation to update or revise any FOFI contained in this press release, whether as a result of new information, future events or otherwise, unless required pursuant to applicable law. Readers are cautioned that the FOFI contained in this press release should not be used for purposes other than for which it is disclosed herein. All FOFI contained in this press release complies with the requirements of Canadian securities legislation.
All dollar figures included herein are presented in Canadian dollars, unless otherwise noted.
SOURCE Willow Biosciences Inc.
View original content: http://www.newswire.ca/en/releases/archive/May2025/07/c5015.html
/CONTACT:
For additional information please contact: Travis Doupe, Chief Financial Officer and Interim Chief Executive Officer, info@willowbio.com; Mark Hodgson on behalf of the Initial Investors, info@atlas-corp.ca
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