Wayland Announces Court Approval of Colombia Transaction and ICC Transactions
TORONTO, Feb. 14, 2020 (GLOBE NEWSWIRE) — Wayland Group Corp. (CSE:WAYL) (“Wayland” or the “Company”) today announced that the Company, Maricann Inc. and NanoLeaf Technologies Inc. (collectively, the “Wayland Group”) have been granted an approval and vesting order (the “Approval and Vesting Order”) from the Ontario Superior Court of Justice (Commercial List) under the Companies’ Creditors Arrangement Act (the “CCAA”).
The Approval and Vesting Order approves the sale transaction (the “Colombia Transaction”) contemplated by the share purchase agreement entered into on February 2, 2020 (the “SPA”) among Wayland and RG5 Investments Inc. and Albert Sheeler (together, the “Colombia Purchasers”) and the vesting in the Colombia Purchasers all of Wayland’s right, title and interest in and to the shares of its Colombian subsidiary, Colmed Pharmaceuticals S.A.S. (“Colmed”) in consideration for $300,000, to be paid in installments by May 31, 2020 and the effective assumption by the Colombia Purchasers of the obligation to pay the ongoing operating costs associated with Wayland’s Colombian business. The Colombia Transaction remains subject to the satisfaction of certain conditions to closing and to the receipt of the consent of the holders of not less than two-thirds of the outstanding principal amount of Wayland’s secured convertible debentures.The Approval and Vesting Order also permits Wayland to proceed with the transactions contemplated by the previously announced termination agreement between, among others, Wayland and Transnational Cannabis Ltd. (formerly ICC International Cannabis Corp.), which, among other things, formally terminate Wayland’s transaction with Transnational in respect of Wayland’s international portfolio of businesses.Wayland also received relief with respect to its obligation to call an annual meeting of shareholders such that no meeting is required to be called prior to March 20, 2020.In addition, Wayland announced that Maricann B.V., one of the Company’s international affiliates, entered into a share purchase agreement with RMR Gartenbau GmbH dated January 3, 2020 for the sale of 100% of the share capital of Haxxon AG in consideration for nominal cash consideration and the effective assumption by RMR Gartenbau GmbH of the existing liabilities and obligations of Haxxon AG (the “Haxxon Transaction”). The Haxxon Transaction remains subject to the satisfaction of certain conditions to closing and to the receipt of the consent of the holders of not less than two-thirds of the outstanding principal amount of Wayland’s secured convertible debentures.About Wayland Group Corp.Wayland is a vertically integrated cultivator and processor of cannabis. Wayland was founded in 2013 and is based in Burlington, Ontario, Canada and Munich, Germany, with production facilities in Langton, Ontario where it operates a cannabis cultivation, extraction, formulation, and distribution business under federal licenses from the Government of Canada. Wayland also has production operations in Dresden, Saxony, Germany, and Allesandria, Piedmont, Italy.Forward Looking InformationThis news release includes forward-looking information and statements, which may generally be identified by the use of the words “will”, “subject to” and variations or similar expressions which include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs including, without limitation, that the conditions to the consummation of the Colombian Transaction and/or the Haxxon Transaction will be satisfied or waived, that those transactions will be consummated and the consideration received in the manner anticipated.Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of Wayland to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Such assumptions, risks, uncertainties and other factors include, but are not limited to, that the closing of the Colombian Transaction and/or the Haxxon Transaction will occur on a timeline acceptable to Wayland or at all; that Wayland will receive the consideration and other benefits expected to be received or realized from the Colombian Transaction and/or the Haxxon Transaction in the manner and on the timelines anticipated or at all; that the Colombian Transaction and/or the Haxxon Transaction will be consummated on the terms currently contemplated; and that the conditions and consents to the consummation of the Colombian Transaction and/or the Haxxon Transaction will be satisfied or waived on the timelines anticipated by Wayland or at all. Although Wayland believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward-looking information and statements. In particular, Wayland can offer no assurance that the conditions to the consummation of the Colombian Transaction and/or the Haxxon Transaction will satisfied or waived. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, Wayland assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, changes in the CCAA proceedings or otherwise, except as required by applicable laws.The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.For more information regarding the Company’s CCAA ProceedingsA copy of the Approval and Vesting Order and other information will be available on the Monitor’s website at www.pwc.com/ca/waylandAdditional enquiries for the Monitor may be directed to:PricewaterhouseCoopers Inc.
In its capacity as Court-appointed Monitor of Wayland Group Corp., Maricann Inc., and NanoLeaf Technologies Inc.Telephone: 416-687-8534
Contact: Tammy Muradova, PwC