Kitchener, Ontario, November 6, 2018 - James E. Wagner Cultivation Corporation (“JWC” or the “Company”) (TSX VENTURE: JWCA), is pleased to announce it has entered into an investment agreement (the “Agreement”) with Alumina Partners (Ontario) Ltd. (“Alumina Partners”) dated November 6, 2018, for a draw-down equity facility of up to CDN$18,000,000 (eighteen million dollars). The Agreement will provide funding for the ongoing development of JWC’s second site facility.
Pursuant to the Agreement, JWC will sell, on a private placement basis completed in tranches (each, a “Tranche”), units of the Company (each a “Unit”) with a total value of up to CDN$2,000,000 (two million dollars) per Tranche, over a twenty-four (24) month period. Each Unit shall be comprised of one (1) common share (“Common Share”) and one (1) warrant (“Warrant”) in the capital of the Company. The purchase price of the Units will be agreed upon by the parties at the time of drawing down each Tranche, however, Alumina Partners will be eligible to purchase each Unit at a discount of the market price of the Common Shares traded on the facilities of the TSX Venture Exchange (the “Exchange”), as dictated by the policies of the Exchange governing the discount of private placements. The exercise price of the Warrants will be set at a 50% premium of the market price of the Common Shares as determined in the applicable Tranche. Each Warrant shall permit Alumina Partners to acquire one (1) Common Share for five (5) years from the date of issuance.
The purpose of this Agreement is to provide a potential source of funding for completion of the ongoing extensive construction and renovation work at the Company’s second production facility (“JWC2”) in Kitchener, Ontario. When completed, JWC2 will provide 345,000 square feet of indoor space for the cultivation of cannabis.
“JWC is excited to have this source of funding available to ensure completion of JWC2 in as speedy a manner as is possible, allowing us to smoothly scale production despite a volatile capital market,” said Nathan Woodworth, President and Chief Executive Officer of JWC.
This Agreement has been structured to best suit JWC’s plans for a smooth path to scale at the JWC2 site. Pursuant to the Agreement, JWC may draw down funds on an ‘as and when needed’ basis, thereby allowing JWC to continue on an upward production trajectory, and to have access to capital as may be deemed necessary by the board of directors of the Company.
“We are pleased to support JWC as they prepare to bring some of the absolute finest state of the art aeroponic growing capacity online in Ontario,” added Adi Nahmani, Managing Member of Alumina Partners. “As the industry continues to expand and evolve, superior expertise and quality in cultivation has trumped mass quantity at every turn and by every metric including net margins. We believe that JWC's substantial operational experience and talent pool will allow them to attain the best possible results at the new facility.”
JWC’s wholly-owned subsidiary is a Licensed Producer under the Cannabis Regulations (previously the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) and JWC is a premium cannabis brand, focusing on producing clean, consistent cannabis. JWC uses an advanced and proprietary aeroponic platform named GrowthStormTM. JWC was founded as a family company, 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, an investment agreement with Alumina Partners (Ontario) Ltd. pursuant to which JWC will sell Units of the Company to Alumina Partners. 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 Company’s Filing Statement available under the Company’s profile 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 Company 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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