KITCHENER, Ontario, Dec. 30, 2019 — James E. Wagner Cultivation Corporation (“JWC” or the “Corporation”) (TSX VENTURE: JWCA; OTCQX: JWCAF), is pleased to announce that it has entered into a convertible security funding agreement dated December 29, 2019 (the “CSA”), for an amount of up to CDN$10 million (the “Convertible Security”) with Lind Global Macro Fund, LP an entity managed by The Lind Partners (together “Lind”). JWC intends to use the proceeds of the Convertible Security for general working capital purposes.
Pursuant to the CSA, the Convertible Security will be made available to the Corporation in two tranches, with the first tranche (the “First Tranche”) being an amount of CDN$2 million, which is anticipated to be drawn down within 5 business days of execution. The Corporation has the ability to request additional funding in an amount between CDN$500,000 and CDN$8 million under a second tranche closing under the CSA. Funds advanced under the CSA shall be repaid over a period of 24 months from advancement. The parties have agreed to a pre-paid interest amount on the First Tranche equal to CDN$400,000 and a commitment fee in the amount of CDN$100,000. In addition, JWC has agreed to grant the Investor 4,000,640 warrants to purchase common shares in connection with the First Tranche closing, which will have an exercise price of CDN$0.3379 and be exercisable for 24 months from the issuance date.
JWC may repurchase the amount outstanding of the Convertible Security at any time (a “Buy–back”). In the event of a Buy-back, JWC will have the option to convert up to 25% of the amount outstanding at the First Conversion Price (as defined below). The conversion price for the funds advanced under the First Tranche shall be CDN$0.25 (the “First Conversion Price”), which is equal to the five-day volume weighted average price (“VWAP”) of the Corporation’s common shares (the “Common Shares”) on the TSX Venture Exchange on December 27, 2019. The conversion price for funds advanced under the second tranche, if any, shall be equal to the five-day VWAP of the Common Shares on the trading day immediately prior to the earlier of a news release announcing the second tranche closing, a price reservation form and the closing date.
Lind may, one or more times and from time-to-time at any time during the term of the Convertible Security, provide JWC with a conversion notice (a “Conversion Notice”) indicating that it requires a conversion of all or part of the amount outstanding of the Convertible Security (less the commitment fees), provided that in no event may a conversion occur during the four months and one day following a closing date. The conversion of any of the First Tranche shall be effected at the First Conversion Price.
In respect of the Convertible Security, JWC will grant Lind a security interest in all current and after acquired property of the Corporation and its subsidiaries, subject to certain permitted liens, and being subordinate to Trichome Financial Corp. James E. Wagner Cultivation Ltd. and GrowthStorm Inc., the Corporation’s wholly-owned subsidiaries, will act as guarantors to the obligations of the Corporation pursuant to the CSA.
Nathan Woodworth, President and Chief Executive Officer of JWC, said: “We are pleased to announce the execution of our agreement with Lind Global Macro Fund. This convertible security is an important part of our ongoing efforts to strengthen our balance sheet and remain prepared for changing conditions in 2020 and beyond. In combination with our recently announced equity financing, this CSA satisfies the requirements of the Trichome loan agreement and unlocks access to the second tranche of that financing. Together, this array of financing tools provides a strong opportunity at an optimized risk and cost.”
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 JWC and any information with respect to the entering into of the CSA, the availability of funds thereunder, and the issuance of warrants by the Corporation to Lind pursuant to the CSA. 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.
Nathan Woodworth, President & CEO of JWC
(519) 594-0144 x 421