KITCHENER, ON, April 1, 2020 /CNW/ - James E. Wagner
Cultivation Corporation ("JWC" or
the "Corporation") (TSX VENTURE: JWCA; OTCQX: JWCAF),
announced today that the Corporation and its subsidiaries (the
"JWC Group") have obtained an initial order (the "Initial
Order") from the Ontario Superior Court of Justice (Commercial
List) (the "Court") for protection under the Companies'
Creditors Arrangement Act ("CCAA") in order to
restructure their business and financial affairs.
As announced earlier today, JWC and Trichome Financial Corp.
("Trichome Financial") have agreed to a consensual
restructuring (the "Restructuring") pursuant to which (i)
Trichome Financial will provide interim financing over the term of
the Restructuring of up to $4 million
under a Debtor-in-Possession Loan ("DIP Loan"); and (ii)
Trichome Financial has agreed to purchase the assets of JWC
pursuant to an Asset Purchase Agreement that contemplates that
Trichome Financial will be the "stalking-horse" in a Sales and
Investor Solicitation Process.
The Initial Order provides for a broad stay of proceedings and
the exercise and enforcement of rights and remedies against the JWC
Group. Under the terms of the Initial Order, KSV Kofman Inc. has
been appointed as Monitor to oversee the CCAA proceedings and
report to the Court.
During the CCAA proceedings, as a result of the DIP Loan, it is
expected that day-to-day obligations to employees, key suppliers of
goods and services and JWC's customers payable, from and after the
filing date, will continue to be met. While under CCAA protection,
management of the Corporation will remain responsible for the
day-to-day operations of the Corporation under the general
oversight of the Monitor.
In accordance with the policies of the TSX Venture Exchange
("TSX-V"), as a result of the commencement of the CCAA
proceeding, JWC's exchange listing and tier classification will be
downgraded from the TSX-V to the NEX.
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 Dip Loan and the stalking-horse
offer. The forward-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