Also Announces Court Approval of Appointment of
Chief Restructuring Officer and
Extension of CCCA Stay Period
KITCHENER, ON, April 13, 2020 /CNW/ - James E. Wagner
Cultivation Corporation (the "Corporation", and
together with its subsidiaries, "JWC") (NEX: JWCA.H; OTCQX:
JWCAF), announced today that, in connection with its consensual
restructuring under the Companies' Creditors Arrangement Act
(the "CCAA"), it has received approval from the Ontario
Superior Court of Justice (Commercial List) (the "Court") to
commence its previously announced Sales and Investor Solicitation
Process (the "SISP"), to be carried out by Stoic Advisory
Inc. under the supervision of the Special Committee of the Board of
Directors of the Corporation and KSV Kofman Inc., as monitor in the
CCAA proceedings (the "Monitor"). The Court also approved
the appointment of Howard Capital LLC (the managing member and sole
owner of which is Howard Steinberg)
as the Chief Restructuring Officer of JWC and granted an extension
of the stay of proceedings granted in connection with JWC's CCAA
proceedings until June 26, 2020. In
connection with the appointment of Howard Capital LLC as the Chief
Restructuring Officer of JWC, Mr. Steinberg resigned as a director
and officer of the Corporation.
In connection with the order approving the SISP, JWC's
previously announced asset purchase agreement with Trichome
Financial Corp. ("Trichome Financial") has been approved by
the Court as JWC's "stalking horse bid" and Trichome Financial has
been approved as JWC's "stalking horse" bidder in the SISP.
Pursuant to the SISP, interested parties will be given an
opportunity to submit an offer for all of JWC's assets for a
purchase price estimated to be equal to or greater than
$11.95 million. JWC will also
consider (i) separate offers to acquire some but not all of JWC's
assets, if a combination of one or more such bids in the aggregate
would result in proceeds at least equal to the amounts described
above, and (ii) a bid structured as a CCAA plan if it is otherwise
a qualified bid pursuant to the SISP.
Any potential buyer interested in participating in the SISP
should contact Aaron Salz by email
at aaron@stoicadvisory.com.
Copies of the Initial Order, SISP and other Court materials and
information related to JWC's CCAA proceedings are available on the
Monitor's website at
https://www.ksvadvisory.com/insolvency-cases/case/james-e-wagner-cultivation-corporation.
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-founded company with deep roots
planted in the local community. JWC's operations are based in
Kitchener, Ontario. Learn more
at www.jwc.ca. For additional information about JWC, please
refer to JWC's profile on SEDAR (www.sedar.com) or the
Corporation's website: 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 the CCAA proceedings, the SISP and the stalking-horse
offer. The forwarcd-looking statements can be identified by the use
of such words as "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. There may be
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.
SOURCE James E. Wagner Cultivation Corporation