Kitchener, Ontario, February 20, 2019 – James E. Wagner Cultivation Corporation (“JWC” or the “Corporation”) (TSXV: JWCA), is pleased to announce that it has entered into a loan agreement dated February 19, 2019 (the “Loan Agreement”), for an amount of CDN$3.5 million (the “Loan”) with Trichome Financial Corp. (the “Lender”). JWC intends to use the proceeds of the Loan to purchase certain equipment and fund improvements for Phase 1 and 2 of the construction of its second facility (“JWC 2”) located at 530 Manitou Drive, Kitchener, Ontario, as well as for general working capital purposes.
Pursuant to the Loan Agreement, the Loan will be made available to the Corporation upon closing of the Loan Agreement (the “Closing Date”). The Loan will become due in full on the date that is two years from the Closing Date and will bear interest at a rate of 9.25% per annum.
In respect of the Loan, JWC will grant the Lender a security interest in all current and after acquired property of the Corporation and its subsidiaries, subject to certain permitted liens. The Corporation’s subsidiaries: James E. Wagner Cultivation Ltd., JWC 1 Ltd., JWC 2 Ltd., JWC Supply Ltd. and GrowthStorm Inc., will act as guarantors to the obligations of the Corporation pursuant to the Loan Agreement.
As consideration for providing the Loan and pursuant to TSX Venture Exchange (“TSXV”) Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions, upon closing of the Loan Agreement the Lender will receive 291,667 bonus warrants to purchase common shares of JWC (the “Bonus Warrants”). Each Bonus Warrant will be exercisable into one common share of JWC at an exercise price of CDN$0.80, being the trading price of the common shares of JWC at market close on the last trading day preceding this announcement. The Bonus Warrants will be exercisable for a period of two years. The issuance of the Bonus Warrants is subject to TSXV approval.
Nathan Woodworth, President and Chief Executive Officer of JWC, said: “With receipt of Confirmation of Readiness from Health Canada with regards to the licence for our JWC 2 facility, accelerating our planned build out is now more opportune than ever. This financing provides JWC with non-dilutive capital to assist with rapid equipment purchases and facility improvements at JWC 2, while enhancing the company’s ability to maintain a strong cash position and continue to build the business for the next number of quarters. The additional capital fortifies our balance sheet with a custom-built loan structured to match our business needs.”
JWC’s wholly-owned subsidiary is a Licenced Producer under the Cannabis Regulations, formerly the Access to Cannabis for Medical Purposes Regulations (“ACMPR”). JWC is a premium cannabis brand, focusing on producing clean, consistent cannabis. JWC uses an advanced and proprietary Dual Droplet aeroponic platform named GrowthSTORM™. JWC was founded as a family company and is based on family values. JWC began as a collective of patients and growers under the Marihuana Medical Access Regulations (the precursor to ACMPR). Since its inception, JWC has remained focused on providing the best possible patient experience. JWC’s operations are based in Kitchener, Ontario. Learn more at www.jwc.ca.
Notice regarding forward-looking statements:
This press release contains statements including forward-looking information for purposes of applicable securities laws (“forward-looking statements”) about JWC and its business and operations which include, among other things, statements regarding JWC and any information with respect to the entering into of a loan agreement, the availability of funds thereunder, and the issuance of warrants by the Corporation to the lender pursuant to the loan agreement. The forward-looking information contained in this news release are based on the Corporation’s current internal expectations, estimates, projections, assumptions, and beliefs and views of future events which management believes to be reasonable in the circumstances, including expectations and assumptions regarding: general economic conditions, the expected timing and cost of expanding the Corporation’s production capacity, the internal opportunities, the development of new products and product formats, the Corporation’s ability to retain key personnel, the Corporation’s ability to continue investing in its infrastructure to support growth, the impact of competition, trends in the Canadian cannabis industry and changes in laws, rules, and events, performance or results, and will not necessarily be accurate indications as to whether, or the times at which, such events, performance or results will occur or be achieved. The forward-looking statements can be identified by the use of such words as “anticipated”, “will”, “expected”, “approximately”, “may”, “could”, “would” or similar words and phrases. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to differ materially from those implied in the forward-looking statements. For example, risks include risks regarding the cannabis industry, economic factors, the equity markets generally, funding and grant related risks and risks associated with growth and competition as well as the risks identified in the Corporation’s Filing Statement and other filings with the Canadian securities regulators, which filings are available at www.sedar.com. Although JWC has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release and are based on current assumptions which management believes to be reasonable. The Corporation disclaims any intention or obligation, except to the extent required by law, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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.
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