Kitchener, Ontario, January 27, 2020 - James E. Wagner Cultivation Corporation ("JWC" or the "Corporation") (TSX VENTURE: JWCA; OTCQX: JWCAF), is pleased to announce that on January 27, 2020, it closed the second tranche (the “Second Tranche”) of its previously announced non-brokered private placement of units (each, a “Unit”) of the Corporation (the “Offering”). Upon closing of the Second Tranche, the Corporation issued a total of 2,420,238 Units at a purchase price of $0.21 per Unit, to raise aggregate gross proceeds of $508,250.00. Each Unit is comprised of one common share of the Corporation (a “Common Share”) and one half of one common share purchase warrant (each full warrant, a “Warrant”). Each Warrant will be exercisable to purchase one Common Share at an exercise price of $0.275 per share for a period of three (3) years following the date of issuance.
Certain directors, officers and other insiders of the Corporation participated in the Second Tranche for a total of $47,250.00 worth of Units. Participation by those persons constitutes a related party transaction as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The issuance of Units to the related parties is exempt from the formal valuation requirements of Section 5.4 of MI 61-101 pursuant to Subsection 5.5(a) of MI 61-101 and exempt from the minority shareholder approval requirements of Section 5.6 of MI 61-101 pursuant to Subsection 5.7(1)(a) of MI 61-101.
The Second Tranche is part of a larger offering being conducted by the Corporation for up to 35,714,285 Units to raise aggregate gross proceeds of up to $7,500,000. The Corporation intends to use the proceeds of the Offering for corporate and general working capital purposes and to further develop the Corporation’s second facility located at 530 Manitou Drive, Kitchener, Ontario.
The Offering is scheduled to close in tranches, with the third and final closing expected to take place on or about January 31, 2020. Closing of each tranche of the Offering is subject to customary closing conditions, including, without limitation, receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange.
Nathan Woodworth, President and Chief Executive Officer of JWC, said: “The current financing will allow us to strengthen our balance sheet at a critical point in the history of our industry, allowing us to move forward in confidence into the new year. It also gives us the opportunity to strengthen ties with existing investors while forming relationships with new investors.”
About James E. Wagner Cultivation Corporation
James E. Wagner Cultivation Corporation’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 using an advanced and proprietary aeroponic platform named GrowthSTORM™. 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 is a family-run, family-owned company with deep roots planted in the local community. 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 statements regarding the Offering and the terms thereof, the issuance of Units of the Corporation, the ability of the Corporation to obtain the final approval of the TSX Venture Exchange, the closing of the Offering and the use of proceeds of the Offering. 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 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.
Nathan Woodworth, President & CEO of JWC
Phone: (519) 594-0144 x421
Jonathan Leuchs, CMA
Phone: (949) 432-7758