James E. Wagner Cultivation Announces Initial Closing of its up to $7,500,000 Private Placement
December 20 2019 - 8:45AM
James E. Wagner Cultivation Corporation (“
JWC” or
the “
Corporation”) (TSX VENTURE: JWCA; OTCQX:
JWCAF), is pleased to announce the initial closing of its
non-brokered private placement whereby the Corporation has issued
4,734,284 units of the Corporation (each, a
“
Unit”) for gross proceeds of $994,199.64 (the
“
Initial Closing”).
The Initial Closing is part of a larger offering
being conducted by the Corporation for up to 35,714,285 Units at a
purchase price of $0.21 per Unit, to raise gross proceeds of up to
$7,500,000 (the “Offering”). 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. The securities underlying the Units will all
be subject to a four-month statutory hold period commencing on the
date of issuance.
Certain directors, officers and other insiders
of the Corporation participated in the Initial Closing for a total
of $239,999.76 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 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 final closing expected to take place on or about January
10, 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-founded
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, among other things,
statements regarding the launch of the Offering, the terms of the
Offering, 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.
Company ContactNathan
Woodworth, President & CEO of JWC(519) 594-0144 x
421nathan@jwc.ca
Investor RelationsJonathan
LeuchsCMA (949) 432-7758 JWCA@cma.team
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