James E. Wagner Cultivation Corporation (“
JWC” or
the “
Corporation”) (TSX VENTURE: JWCA; OTCQX:
JWCAF), is pleased to announce that it has closed the fourth and
final tranche (the “
Fourth Tranche”) of its
previously announced non-brokered private placement of units (each,
a “
Unit”) of the Corporation (the
“
Offering”). In the Fourth Tranche, the
Corporation issued a total of 2,380,952 Units at a purchase price
of $0.21 per Unit, to raise gross proceeds of $500,000. 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 Units issued under the
Fourth Tranche, will be restricted from trading for four months
from the date of issuance.
The Fourth Tranche was part of a larger Offering
conducted by the Corporation which closed in tranches on December
20, 2019, January 27, 2020, January 31, 2020 and February 6,
2020. Pursuant to the Offering, the Corporation has issued a
total of 11,105,474 Units for aggregate gross proceeds of
$2,332,149.64.
As previously disclosed, in connection with the
Offering, the Corporation paid a cash finders' fees to certain
finders in an amount of $17,713.50, such amount being equal to 7%
of the gross proceeds received from the sale of Units by such
finders. In addition, certain insiders of the Corporation
participated in the Offering for a total of $837,649.76 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, including the development of the
new farmgate store location.
Closing of the Offering is subject to the
approval of the TSX Venture Exchange.
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 Offering, the issuance of Units of the
Corporation, the ability of the Corporation to obtain the final
approval of the TSX Venture Exchange, 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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