Kitchener, Ontario, February 21, 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 20, 2019 (the “Loan Agreement”), for an amount of CDN$5 million (the “Loan”) with Ball Construction Ltd. (the “Lender”). JWC will use the Loan to pay construction invoices issued by the Lender in respect of services and materials provided for the rapid development efforts at JWC’s second facility (“JWC 2”), located at 530 Manitou Drive, Kitchener, Ontario. The Loan does not provide for any cash draws by the Corporation.
The Loan shall be for a term of eighteen (18) months (the “Term”) and the outstanding principal amount and accrued interest thereon shall be paid in full on or before August 31, 2020. The Loan will bear interest at the prime commercial rate charged by HSBC Canada plus 0.5% per annum, with monthly interest-only payments commencing after July 1, 2019. Any outstanding principal amount of the Loan may be paid in whole or in part at any time by JWC without prior notice or payment of any bonus to the Lender. Pursuant to the Loan Agreement, after July 1, 2019 and prior to expiry of the Term, the Lender may demand repayment of the Loan in full upon delivering notice to the Corporation.
Advances under the Loan will be used to set off invoices issued by the Lender to the Corporation for construction work conducted at JWC 2. Each advance made to JWC under the Loan Agreement may be represented by promissory notes issued by the Corporation in favour of the Lender. The Loan is otherwise unsecured.
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 300,000 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 per share, 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 from the date of issuance. The issuance of the Bonus Warrants is subject to TSXV approval.
Nathan Woodworth, President and Chief Executive Officer of JWC, said: “Ball Construction has been a vital supporter of JWC since we began construction of our pilot facility, and throughout subsequent processes at our full-scale facility. We have come to rely on their expertise in constructing world class cannabis cultivation facilities, and this further show of support from Ball Construction will serve to enhance their involvement in JWC’s success moving forward, while allowing JWC to further accelerate the addition of newly constructed cultivation spaces.”
JWC’s wholly-owned subsidiary is a Licensed 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 GrowthSTORMTM. 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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