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File: Press Release re Ironwood Qualifying Transaction (Final).DOCX

IRONWOOD CAPITAL CORP. AND NANALYSIS CORP. ANNOUNCE PROPOSED QUALIFYING TRANSACTION 

Vancouver, British Columbia - June 20, 2018 - Ironwood Capital Corp. ("Ironwood") (TSXV: IRN.P), a "capital pool compa
--->ny" is pleased to announce that it has entered into an amalgamation agreement dated June 20, 2018 (the "Amalgamation A
--->greement") with Nanalysis Corp. ("Nanalysis"), to acquire all of the outstanding common shares of Nanalysis by way of 
--->a three-corner amalgamation (the "Transaction") among Ironwood, Nanalysis and a wholly-owned subsidiary ("Subco") of I
--->ronwood.  
Information Concerning Nanalysis

Nanalysis is a patent-protected technology company with a proven track record in the development, manufacturing, and s
--->ales of magnetic resonance spectrometers for the pharmaceutical, biotech, chemical, security, food, and education indu
--->stries. The company sells its instruments in over 40 countries around the world, and is raising money to fuel its glob
--->al growth strategy via the expansion of its sales and marketing organizations.

Nanalysis is a private company incorporated on January 9, 2009 under the laws of Alberta and currently has 80,254,717 
--->class "A" common shares ("Nanalysis Shares") issued and outstanding.  In addition, Nanalysis has issued and outstandin
--->g: (i) stock options to purchase up to an aggregate of 6,860,000 Nanalysis Shares at exercise prices ranging between $
--->0.07 and $0.25 per share (the "Nanalysis Options"); (ii) restricted share units exercisable into 130,000 Nanalysis Sha
--->res (the "Nanalysis RSUs"); and (iii) a convertible loan in the aggregate principal amount of $412,500, the principal 
--->amount plus a financing fee of $85,000 of which is convertible into 2,163,043 Nanalysis Shares (the "Nanalysis Convert
--->ible Loan"). Other than these Nanalysis Shares, Nanalysis Options, Nanalysis RSUs and the Nanalysis Convertible Loan, 
--->no other securities of Nanalysis are issued and outstanding.

Information Concerning the Transaction

Subject to the terms and conditions of, and in the manner as set out in the Amalgamation Agreement, Ironwood and Subco
---> will amalgamate, pursuant to the provisions of the Business Corporations Act (Alberta) ("ABCA"), effective as of the 
--->date set forth in a certificate of amalgamation to be issued pursuant to the ABCA in respect of the Transaction (the "
--->Effective Date"). Each Nanalysis Share issued and outstanding before the Effective Date shall be cancelled and its hol
--->der shall receive one Ironwood common share ("Ironwood Share") for each four Nanalysis Shares held (the "Exchange Rati
--->o").  The common shares of Subco issued and outstanding immediately before the Effective Date shall be replaced by com
--->mon shares of the amalgamated company issued in favour of Ironwood.  Upon amalgamation, Nanalysis will effectively be 
--->a wholly-owned subsidiary of Ironwood.  In accordance with the terms of the Amalgamation Agreement, holders of Nanalys
--->is Options and Nanalysis RSUs shall receive Ironwood Options and Ironwood RSUs, respectively, in accordance with the E
--->xchange Ratio, on the same terms and conditions as their respective Nanalysis Options and Nanalysis RSUs. Upon complet
--->ion of the Transaction, and assuming completion of the Concurrent Financing (as defined herein), former holders of Nan
--->alysis Shares will hold approximately 74% of the Resulting Issuer (as defined below) common shares and Ironwood holder
--->s will hold 26% of the Resulting Issuer common shares. 

The Nanalysis Shares are widely held and to the knowledge of the directors and executive officers of Nanalysis, as at 
--->the date hereof, no person or company beneficially owns, directly or indirectly, or exercises control or direction ove
--->r, voting securities of Nanalysis carrying 10% or more of the voting rights attached to any class of voting securities
---> of Nanalysis, other than Sean Krakiwsky, who owns 11,037,143 Nanalysis Shares or 13.75% of the issued and outstanding
---> Nanalysis Shares (assuming there are 80,254,717 Nanalysis Shares issued and outstanding). The remaining Nanalysis Sha
--->res are held by approximately 150 shareholders.  
The Transaction is subject to TSX Venture Exchange ("TSXV") approval and is intended to constitute Ironwood's "Qualify
--->ing Transaction" in accordance with TSXV Policy 2.4 - Capital Pool Companies. On closing of the Transaction, Ironwood 
--->will change its name to "Nanalysis Group Inc." or such other similar name as the parties may agree to (the Resulting I
--->ssuer") and Ironwood's common shares will be listed under a new trading symbol.  The Resulting Issuer anticipates bein
--->g classified as a "Tier 1" issuer that will meet the initial listing requirements for a technology company.
The Transaction will not constitute a Non-Arm's Length Transaction (as such term is defined in the policies of the TSX
--->V). No Insider, promoter or Control Person (as such terms are defined in the policies of the TSXV) of Ironwood has any
---> material interest in Nanalysis prior to giving effect to the Transaction.

The Ironwood securities issuable under the Transaction will be subject to the escrow requirements of the TSXV and hold
---> periods as required by applicable securities laws.

The Transaction is not subject to approval by the shareholders of Ironwood.  However, the Transaction must be approved
---> by not less than 66 2/3% of the votes cast at a meeting of Nanalysis shareholders that will be held as soon as practi
--->cable to consider and approve the Transaction.

Concurrent Financing

Prior to or concurrently with the closing of the Transaction, Ironwood intends to complete a non-brokered private plac
--->ement of at least 3,600,000 Ironwood Shares at a price of $1.00 per share for gross proceeds of $3,600,000, or such ot
--->her amount that is mutually agreed to by the parties (the "Concurrent Financing").  It is a condition to closing of th
--->e Transaction that Ironwood completes the Concurrent Financing for gross proceeds of at least $3,600,000. The proceeds
---> of the Concurrent Financing will be used for SG&A associated with Nanalysis global expansion of its sales organizatio
--->n and distribution network.  

Management and Board of Directors of Resulting Issuer

Upon completion of the Transaction, it is expected that the board of directors and management of the Resulting Issuer 
--->will consist of the persons identified below. 

Sean Krakiwsky, President, Chief Executive Officer and Director
Nanalysis is Mr. Krakiwsky's third tech start-up over a 20-year career, raising over $30M in equity funding for those 
--->companies. Previously he founded and built a high performance computing company called Acceleware (TSXV:AXE) providing
---> software solutions to harness the parallel processing capabilities of multi-core GPUs/CPUs for the Electronic Design 
--->and Oil & Gas industries. Mr. Krakiwsky has an M.Sc. and B.Sc. in Electrical Engineering from the University of Calgar
--->y.
Gary Reavie, CPA, MBA, Chief Financial Officer
Mr. Reavie has extensive accounting, finance and information systems implementation experience spanning a 28-year care
--->er, including as managing Finance and Administration Partner with WaterSMART Solutions, Manager of Finance and Informa
--->tion Technology with The Association of Professional Engineers and Geoscientists of Alberta, and Vice President Financ
--->e and Administration with Canspec Group Inc. He received a Bachelor's Degree from the University of Manitoba, a Diplom
--->a in Business Education, Accounting, and Finance from the Southern Alberta Institute of Technology, and an MBA from At
--->habasca University. He is a CPA / Certified Management Accountant.
Garrett Leskowitz, Chief Science Officer 
Dr. Leskowitz has been researching compact-NMR technology and novel NMR and FTIR instrumentation and methods for over 
--->20 years. He received an S.B. at MIT and a Ph.D. in Chemistry from the California Institute of Technology (Caltech). H
--->e has four patents and is the author of numerous research publications and presentations at scientific conferences. He
---> has held teaching and/or research appointments at MIT, Harvard University, Caltech, the University of California at R
--->iverside, and the Claremont Colleges. 
Mohamed Abousalem, Director
Dr. Abousalem has a PhD in Engineering from the University of Calgary and an MBA from Santa Clara University in Silico
--->n Valley. He is currently Assistant Vice Chancellor, Industry Alliances & Technology Commercialization at University o
--->f California Santa Cruz (Silicon Valley) and is the former CEO of TECTERRA Inc. in Calgary. He has 25 years of enginee
--->ring, marketing, M&A, and operations management experience in small and large technology companies in Canada and USA. 
Steve Meszaros, Director
Mr. Steve Meszaros sold his interest in Avonlea Homes Ltd, the largest residential home builder in Alberta south of Ca
--->lgary, three years ago but is still involved in Land Development. His career spanned 35 years in various facets of Rea
--->l Estate, Property Management, Construction and Land Development. He holds a Degree in Business Administration from Or
--->egon State University, an honorary Bachelor of Applied Science degree and Distinguished Alumni (2012) from Lethbridge 
--->College (LC). Mr. Meszaros supports foreign students to attend LC through a major grant program established in his nam
--->e in 2012.
Werner Gartner, Director
Werner Gartner has over 25 years executive/board experience with technology-based businesses, primarily with companies
---> in the GPS/GNSS and wireless sectors. Mr. Gartner has served on the board of directors and/or advised several technol
--->ogy companies, including Hemisphere GNSS Inc., 4iiii Innovation Inc., RoboGarden Inc., Beijing UniStrong Science and T
--->echnology Co., Trusted Positioning Inc. and Profound Positioning Inc. He is also a member of the Board of Directors of
---> TECTERRA Inc., an Alberta government-funded organization mandated to spur the development and commercialization of ge
--->ospatial technologies. In addition, Mr. Gartner is a member of the A100, an organization composed of technology compan
--->y founders and entrepreneurs, focused on growing the Alberta technology sector. He is also a member of the Institute o
--->f Corporate Directors in Canada. Mr. Gartner received a B.Sc. from Western University in Ontario, an MBA from the Schu
--->lich School of Business at York University in Toronto and is a CPA/CMA.
Michal Okoniewski, Director
CSO and Director of Acceleware (TSXV:AXE). A renowned expert in applied electrodynamics andRF/antenna engineering, Mic
--->hal has a proven history of developing leading-edge scientific solutions for the electronic, medical and energy indust
--->ries. With over 25 years of experience, Michal has pioneered hardware acceleration of computational electromagnetics, 
--->authoring over 350 technical publications and holding several patents. His GPU accelerated FDTD solver revolutionized 
--->the engineering of electronic devices and more recently his patents and knowledge are being applied in the energy indu
--->stry for the production of heavy oils in unconventional reservoirs. Prior to co-founding Acceleware in 2004, Michal wo
--->rked with TR-Labs and provided consulting services for the electronic and biomedical industries in North America and E
--->urope. Dr. Okoniewski has a Ph.D. in Electrical Engineering from the Technical University, Gdansk and is a Fellow of I
--->EEE. He is a Professor for the Electrical and Computer Engineering Department with the Schulich School of Engineering 
--->at the University of Calgary, Canada.
Nanalysis Financial Information 

The following table sets out, in summary form, selected unaudited financial information for Nanalysis for the financia
--->l years ended December 31, 2017 and 2016.  Additional audited financial information for Nanalysis will be provided in 
--->the filing statement of Ironwood to be prepared in connection with the Transaction.  

 For the Year Ended December 31, 2017 (CAD$)
 For the Year Ended December 31, 2016 (CAD$)
 
 Revenue
 7,674,854
 4,382,843
 
 Cost of products sold
 2,720,746
 1,777,822
 
 Gross margin
 4,954,108
 2,605,021
 
 Sales, General and Administrative Expenses
 3,237,957
 2,913,417
 
 Other income (loss)
 (223,539)
 (93,568)
 
 Net Income 
 1,492,612
 (401,964)
 
 
 
 
 
 Balance Sheet Data 
 
 
 
  Total Assets
 8,260,550
 5,966,931
 
  Total Liabilities
 3,042,871
 2,649,940
 
  Shareholders' Equity
 5,217,679
 3,316,991
 
 
Conditions to Transaction

The completion of the Transaction is subject to the approval of the TSXV and all other necessary regulatory approvals.
--->  It is also subject to additional conditions precedent, including:

Ironwood will have changed its name to "Nanalysis Group Inc." or such other similar name as the parties may agree to;

approvals of the boards of directors of Ironwood and Nanalysis;

completion of the Concurrent Financing by Ironwood for gross proceeds of at least $3,600,000;

preparation and filing of a filing statement outlining the definitive terms of the Transaction in accordance with the 
--->policies of the TSXV; 

receipt of all director, shareholder and requisite regulatory approvals relating to the Transaction, including, withou
--->t limitation, the approval of the TSXV; 

each of Ironwood and Nanalysis shall have executed, delivered and performed all covenants on its part to be performed 
--->under the Amalgamation Agreement and all representations and warranties of each party contained in the Amalgamation Ag
--->reement shall be true and correct in all material respects at the Effective Date; and 

there shall be no material adverse change in respect of either Ironwood or Nanalysis prior to closing the Transaction.

Sponsor

The proposed Transaction is subject to the sponsorship requirements of the TSXV. The parties intend to apply for a wai
--->ver of the sponsorship requirements of the TSXV. There is no guarantee that an exemption will be granted by the TSXV. 

Filing Statement and Caution

Further details about the Transaction and the Resulting Issuer will be provided in the filing statement of Ironwood to
---> be prepared and filed in respect of the Transaction.  Investors are cautioned that, except as disclosed in the filing
---> statement, any information released or received with respect to the Transaction may not be accurate or complete and s
--->hould not be relied upon. Trading in the securities of a "capital pool company" should be considered highly speculativ
--->e.

Trading in the Ironwood Shares

Trading in the Ironwood Shares will be halted as a result of this announcement. Trading in the Ironwood Shares will re
--->main halted pending the review of the proposed Transaction by the TSXV.  There can be no assurance that trading in the
---> Ironwood Shares will resume prior to the completion of the Transaction.  

Forward-Looking Information 

This press release contains forward-looking information based on current expectations. Statements about the closing of
---> the Transaction, completion of the Concurrent Financing, the use of proceeds from the Concurrent Financing, the numbe
--->r of securities of Ironwood that will be issued in connection with the Transaction, the ownership ratio of the Resulti
--->ng Issuer's shareholders post-closing, and the parties' ability to satisfy closing conditions and receive necessary ap
--->provals are all forward-looking information. These statements should not be read as guarantees of future performance o
--->r results. This forward-looking information in respect of Ironwood and Nanalysis reflects Ironwood's or Nanalysis', as
---> the case may be, current beliefs and is based on information currently available to Ironwood and Nanalysis, respectiv
--->ely, and on assumptions Ironwood and Nanalysis, as the case may be, believes are reasonable. These assumptions include
--->, but are not limited to, management's assumptions about the TSXV approval for the Transaction, closing of the Concurr
--->ent Financing and closing of the Amalgamation announced above. Forward-looking information is subject to known and unk
--->nown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achie
--->vements of Ironwood, Nanalysis or the Resulting Issuer to be materially different from those expressed or implied by s
--->uch forward-looking information. Such risks and other factors may include, but are not limited to: general business, e
--->conomic, competitive and social uncertainties and the delay or failure to receive board or regulatory approvals.  Alth
--->ough Ironwood and Nanalysis have attempted to identify important factors that could cause actual results to differ mat
--->erially from those contained in forward-looking information, there may be other factors that cause results not to be a
--->s anticipated, estimated or intended. Accordingly, readers should not place undue reliance on forward-looking informat
--->ion. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to 
--->place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectat
--->ions upon which they are placed will occur. Such information, although considered reasonable by management at the time
---> of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-lo
--->oking statements contained in this press release are expressly qualified by this cautionary statement.

The forward-looking statements contained in this press release represent the expectations of Ironwood and Nanalysis as
---> of the date of this press release and, accordingly, are subject to change after such date. However, Ironwood and Nana
--->lysis each expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether
---> as a result of new information, future events or otherwise, except as expressly required by applicable securities law
--->. 

Cautionary Statements

Completion of the transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and 
--->if applicable pursuant to TSXV Requirements, majority of the minority shareholder approval. Where applicable, the tran
--->saction cannot close until the required shareholder approval is obtained. There can be no assurance that the transacti
--->on 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 pre
--->pared 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 approve
--->d nor disapproved the contents of this press release.

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 this release.

For further information, please contact:

Paul Andreola
CEO
Ironwood Capital Corp.
(604) 644-0072
 Sean Krakiwsky
President and CEO
Nanalysis Corp.
(587) 899-0513