James E. Wagner Cultivation Announces Getting into Into of Non-Binding Term Sheet With Trichome Economic Corp. for Loan of $four Million


KITCHENER, Ontario, Oct. 04, 2019 (GLOBE NEWSWIRE) — James E. Wagner Cultivation Corporation (“JWC” or the “Corporation”) (TSXV: JWCA), is pleased to announce that on October three, 2019, JWC entered into a non-binding, indicative term sheet with Trichome Economic Corp. (“Trichome Economic”), summarizing the principal terms and circumstances of a proposed loan of $four,000,000 to be sophisticated by Trichome Economic to JWC in two tranches (the “Term Sheet”).

Pursuant to the Term Sheet, the initially tranche, in the quantity of $two,850,000 (the “Initially Tranche Advance”), shall be sophisticated by Trichome Economic to JWC upon the execution of a definitive agreement in between the parties (the “Definitive Agreement”), scheduled to take spot on or ahead of October 18, 2019 (such date or such other date as agreed by the parties, the “Closing Date”). The second tranche, in the quantity of $1,150,000, shall be sophisticated by Trichome Economic to JWC upon satisfaction of specific circumstances precedent in favour of Trichome Economic (the “Second Tranche Advance”, and collectively with the Initially Tranche Advance, the “Loan”).

The term of the Loan shall be for two years calculated from the Closing Date, and shall be payable in complete upon maturity. Interest on the Loan shall be paid month-to-month in money at a price of 9.25% per annum on the then outstanding quantity of the Loan, with all outstanding interest payable upon maturity. JWC shall use the net proceeds of the Loan to finance building and capital expenditures associated to phases 2C and three of its facility positioned at 530 Manitou Drive in Kitchener, Ontario and for basic operating capital specifications (the “Use of Proceeds”). The Use of Proceeds shall be additional defined in the Definitive Agreement. As safety for the Loan, JWC shall give Trichome Economic with a perfected, initially lien on present and future tangible and intangible assets ‎and equity interests (like a share pledge from all active ‎subsidiaries) of JWC and every single of the direct and indirect wholly owned subsidiaries organized ‎under JWC. In the occasion JWC, for what ever explanation, can’t or elects not to close the Initially Tranche Advance portion of the Loan on or ahead of the Closing Date, or any mutual extension thereof, JWC shall spend Trichome Economic a money charge in the quantity equal to 10% of the quantity of Bonus Warrants that would have been issued as More Consideration multiplied by the Exercising Price tag, topic to the selection of getting settled in warrants of JWC in accordance with TSX Venture Exchange (“TSXV”) Policy four.three – Shares for Debt, ought to the will need arise.

‎For higher certainty, the Loan shall be in ‎addition to the $three,500,000 term loan previously sophisticated by Trichome Economic to JWC, pursuant to the previously disclosed loan agreement dated ‎February 19, 2019.‎

As further consideration for delivering the Loan (the “More Consideration”) and pursuant to TSXV Policy five.1 – Loans, Loan Bonuses, Finder’s Charges and Commissions, JWC intends concern to Trichome Economic warrants to obtain prevalent shares of JWC (the “Bonus Warrants”) in an quantity equal to ‎50% of the Loan divided by the reduced of a five% premium to: (i) the ‎price per share of JWCA.V on October three, 2019 and (ii) the value per share of JWCA.V on the final trading day quickly preceding the Closing Date, which reduced quantity shall be the physical exercise value at which every single Bonus Warrant shall be exercisable into prevalent shares of JWC (the “Exercising Price tag”). Primarily based on the closing value of JWCA.V on October three, 2019, the Exercising Price tag would be $.5565, and the quantity of Bonus Warrants offered as the More Consideration with respect to the Loan would be three,593,890 Bonus Warrants. Such quantity is under the maximum quantity of warrants that may well be granted pursuant to Section two.two(b) of TSXV Policy five.1 with respect to the Initially Tranche Advance which, as of industry close on October three, 2019, is five,027,830 warrants. ‎The Bonus Warrants will be exercisable for a period of two years from the date of issuance, which shall be the Closing Date. ‎

About James E. Wagner Cultivation Corporation

JWC’s wholly owned subsidiary is a Licensed Producer beneath the Cannabis Regulations, formerly the Access to Cannabis for Health-related Purposes Regulations (“ACMPR”). JWC is a premium cannabis brand, focusing on generating clean, constant cannabis. JWC makes use of an sophisticated and proprietary Dual Droplet aeroponic platform named GrowthSTORM&#x2122. JWC was founded as a loved ones business and is primarily based on loved ones values. JWC started as a collective of sufferers and growers beneath the Marihuana Health-related Access Regulations (the precursor to ACMPR). Considering the fact that its inception, JWC has remained focused on delivering the greatest attainable patient expertise. JWC’s operations are primarily based in Kitchener, Ontario. Find out far more at www.jwc.ca.

For further details about JWC, please refer to JWC’s profile on SEDAR (www.sedar.com) or the Corporation’s web page: www.jwc.ca.

Notice with regards to forward-seeking statements:

This press release includes statements like forward-seeking details for purposes of applicable securities laws (“forward-seeking statements”) about JWC and its small business and operations which incorporate, amongst other items, statements with regards to JWC and any details with respect to the getting into into of a loan agreement, the availability of funds thereunder, and the issuance of warrants by the Corporation to the lender pursuant to the loan agreement. The forward-seeking details contained in this news release are primarily based on the Corporation’s present internal expectations, estimates, projections, assumptions, and beliefs and views of future events which management believes to be affordable in the situations, like expectations and assumptions with regards to: basic financial circumstances, the anticipated timing and expense of expanding the Corporation’s production capacity, the internal possibilities, the improvement of new solutions and item formats, the Corporation’s capacity to retain important personnel, the Corporation’s capacity to continue investing in its infrastructure to help development, the effect of competitors, trends in the Canadian cannabis business and adjustments in laws, guidelines, and events, functionality or benefits, and will not necessarily be correct indications as to irrespective of whether, or the instances at which, such events, functionality or benefits will happen or be accomplished. The forward-seeking statements can be identified by the use of such words as “anticipated”, “will”, “expected”, “approximately”, “may”, “could”, “would” or equivalent words and phrases. Forward-seeking statements involve identified and unknown dangers, uncertainties and other things which may well trigger the actual benefits to differ materially from these implied in the forward-seeking statements. For instance, dangers incorporate dangers with regards to the cannabis business, financial things, the equity markets usually, funding and grant associated dangers and dangers linked with development and competitors as effectively as the dangers identified in the Corporation’s Filing Statement and other filings with the Canadian securities regulators, which filings are readily available at www.sedar.com. Though JWC has attempted to recognize critical things that could trigger actual actions, events or benefits to differ materially from these described in forward-seeking statements, there may well be other things that trigger actions, events or benefits to differ from these anticipated, estimated or intended. Readers are cautioned not to spot undue reliance on these forward-seeking statements, which speak only as of the date of this press release and are primarily based on present assumptions which management believes to be affordable. The Corporation disclaims any intention or obligation, except to the extent needed by law, to update or revise any forward-seeking statements, irrespective of whether as a outcome of new details, future events or otherwise.

Neither the TSX Venture Exchange nor its Regulation Solutions Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts duty for the adequacy or accuracy of this release.

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