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
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