James E. Wagner Cultivation Announces Closing of Third Tranche and Extension of its up to $7,500,000 Private Placement
KITCHENER, Ontario, Jan. 31, 2020 (GLOBE NEWSWIRE) — James E. Wagner Cultivation Corporation (“JWC” or the “Corporation”) (TSX VENTURE: JWCA; OTCQX: JWCAF), is pleased to announce that it has closed the third tranche (the “Third Tranche”) of its previously announced non-brokered private placement of units (each, a “Unit”) of the Corporation (the “Offering”). Upon closing of the Third Tranche, the Corporation issued a total of 1,570,000 Units at a purchase price of $0.21 per Unit, to raise gross proceeds of $329,700.00. 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 Third Tranche, will be restricted from trading for four months from the date of issuance.
In connection with closing of the Third Tranche, 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. Certain insiders of the Corporation participated in the Third Tranche for a total of $50,400.00 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 Third Tranche is part of a larger offering being conducted by the Corporation for up to 35,714,285 Units to raise aggregate gross proceeds of up to $7,500,000. The Corporation has received consent from the TSX Venture Exchange to extend the Offering as it continues to work towards a final closing. The Corporation expects to close the final tranche of the Offering on or about February 7, 2020. 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 each tranche of the Offering is subject to customary closing conditions, including, without limitation, receipt of applicable regulatory approvals, including the approval of the TSX Venture Exchange.About James E. Wagner Cultivation CorporationJames 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 and the terms thereof, the issuance of Units of the Corporation, the ability of the Corporation to obtain the final approval of the TSX Venture Exchange, the timing of closing of the Offering, 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.
Nathan Woodworth, President & CEO of JWC
(519) 594-0144 x 421
[email protected]Investor Relations