Toronto, Ontario, June 7, 2018 - James E. Wagner Cultivation Corporation ("JWC Corp.") (formerly AIM1 Ventures Inc.) is pleased to announce the completion of the previously announced qualifying transaction (the "Transaction") under the policies of the TSX Venture Exchange (the "TSXV") as well as the exchange of the subscription receipts issued in connection with James E. Wagner Cultivation Ltd.'s ("JWC Ltd.") previously announced $18 million brokered private placement financing conducted by a syndicate of agents co-led by Haywood Securities Inc. and Eight Capital and including AltaCorp Capital Inc., INFOR Financial Inc., Beacon Securities Limited and Mackie Research Capital Corporation (the "Financing"). In connection with the Transaction, JWC Ltd. amalgamated with 2622627 Ontario Inc. The amalgamated entity (named James E. Wagner Cultivation Ltd.) is a wholly-owned subsidiary of JWC Corp.
JWC Corp. has received conditional approval for the Transaction from the TSXV and JWC Corp.'s common shares are expected to commence trading on the TSXV under the symbol "JWCA" on June 11, 2018.
Immediately prior to the completion of the Transaction JWC Corp. filed articles of amendment to: (a) change its name from "AIM1 Ventures Inc." to "James E. Wagner Cultivation Corporation"; and (b) consolidate its share capital on the basis of one post-consolidation share for each 4.84752803 pre-consolidation shares.
As previously announced, JWC Ltd. completed the Financing for gross proceeds of $18,490,214.05. In connection with the completion of the Transaction, each subscription receipt issued pursuant to the Financing was automatically exchanged for one common share in the capital of JWC Ltd. ("JWC Ltd. Share") and one half of one common share purchase warrant of JWC Ltd. (each whole warrant, a "JWC Ltd. Subscription Warrant") entitling the holder thereof to purchase one JWC Ltd. Share at any time for a period of 24 months following the date of the completion of the Transaction , at an exercise price of $1.50 per JWC Ltd. Share.
Following the completion of the Transaction, the holders of JWC Ltd. Shares, warrants to purchase JWC Ltd. Shares (with the JWC Ltd. Subscription Warrants, the "JWC Ltd. Warrants"), JWC Ltd. Subscription Warrants and options to purchase JWC Ltd. Shares ("JWC Ltd. Options") received, on substantially the same terms, an equal number of common shares, warrants to purchase common shares, and options to purchase common shares, respectively, in the capital of JWC Corp. in exchange for each cancelled JWC Ltd. Share, JWC Ltd. Warrant and JWC Ltd. Option that was outstanding at the time of closing of the Transaction.
Immediately prior to the completion of the Transaction, JWC Ltd. issued an additional 1,128,124 JWC Ltd. Shares to various existing shareholders pursuant to the terms of certain subscription agreements entered into in connection with the private placement financings completed by JWC Ltd. on August 9, 2017 and December 28, 2017, respectively.
In connection with, the closing of the Transaction, JWC Corp. issued 6,739,130 options to purchase common shares of JWC Corp. ("JWC Corp. Options"), 13,001,649 common share purchase warrants of JWC Corp. ("JWC Corp. Warrants") and 762,149 compensation options to purchase common shares of JWC Corp. The former shareholders of JWC Ltd. (including those investors under the Financing) hold a significant majority of the outstanding common shares of JWC Corp. (the "JWC Corp. Shares").
In connection with the closing of the Transaction, JWC Corp. issued to the former holders of JWC Ltd. Shares (including those issued in connection with the Financing) an aggregate of 85,636,435 JWC Corp. Shares.
There are 87,591,349 JWC Corp. Shares outstanding following completion of the Transaction.
Pursuant to the terms of a value security escrow agreement dated June 7, 2018 among JWC Corp., TSX Trust Company, as escrow agent, and certain securityholders of JWC Corp., an aggregate of 20,778,075 JWC Corp. Shares have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the Transaction, with the balance to be released in three equal tranches of 25% every six months thereafter. Pursuant to the terms of a surplus security escrow agreement dated June 7, 2018 among JWC Corp., TSX Trust Company, as escrow agent, and certain securityholders of JWC Corp., an aggregate of 19,640,019 JWC Corp. Shares, 5,728,257 JWC Corp. Options and 86,956.5 JWC Corp. Warrants have been placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the Transaction, with the balance to be released in three tranches of 20%, 30% and 40% every six months thereafter. In addition, 14,728,748 JWC Corp. Shares, 1,010,865 JWC Corp. Options and 4,369,110 JWC Corp. Warrants are subject to a four month hold period in accordance with the policies of TSXV, whereby 20% of such securities will be released upon closing of the Transaction, with the balance to be released in four equal tranches of 20% every month thereafter, and 3,504,347 JWC Corp. Shares are subject to a hold period of one year, in accordance with the policies of TSXV, whereby 20% of such securities will be released on closing of the Transaction, with the balance to be released in equal tranches every three months thereafter.
Canopy Rivers Corporation beneficially owns or controls 12,513,041 JWC Corp. Shares and 2,347,826 JWC Corp. Warrants representing an aggregate of approximately 13.7% of the outstanding JWC Corp. Shares on a fully-diluted basis. Jason Ball beneficially owns or controls 8,926,086 JWC Corp. Shares and 150,000 JWC Corp. Warrants representing an aggregate of approximately 10.2% of the outstanding JWC Corp. Shares on a non-diluted basis.
JWC Corp. is a premier cannabis business that focuses on growing its cannabis aeroponically, using cutting edge cannabis technologies and growing practices. Although many methods are used to produce cannabis under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”), it is important to note that these methods will often result in a variety of different outcomes. Through its various proprietary technologies involved in all stages of the growing process, JWC Corp. prides itself on continuing to provide patients with clean, consistent medical cannabis products of high quality.
For additional information about JWC and the Transaction, please refer to the filing statement dated May 29, 2018, which has been filed on JWC's profile on SEDAR (www.sedar.com).
Notice regarding forward-looking statements:
This release includes forward-looking statements regarding JWC Corp. and its business. Often, but not always, ("forward-looking statements") can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting JWC Corp., including risks regarding the cannabis industry, failure to obtain regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and competition. Although JWC Corp. 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. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made JWC Corp. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
JWC Corp. cautions that the foregoing list of material factors is not exhaustive. When relying on JWC Corp.'s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. JWC Corp. has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared 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 TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
For more information about this release, please contact: