James E. Wagner Cultivation Announces Getting into Into of Non-Binding Term Sheet With Trichome Monetary 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 Monetary Corp. (“Trichome Monetary”), summarizing the principal terms and situations of a proposed loan of $four,000,000 to be sophisticated by Trichome Monetary to JWC in two tranches (the “Term Sheet”).

Pursuant to the Term Sheet, the 1st tranche, in the quantity of $two,850,000 (the “Very first Tranche Advance”), shall be sophisticated by Trichome Monetary to JWC upon the execution of a definitive agreement amongst 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 Monetary to JWC upon satisfaction of particular situations precedent in favour of Trichome Monetary (the “Second Tranche Advance”, and with each other with the Very first 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 offer Trichome Monetary with a perfected, 1st lien on existing and future tangible and intangible assets ‎and equity interests (which includes 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 cause, can not or elects not to close the Very first Tranche Advance portion of the Loan on or ahead of the Closing Date, or any mutual extension thereof, JWC shall spend Trichome Monetary a money charge in the quantity equal to 10% of the quantity of Bonus Warrants that would have been issued as Further Consideration multiplied by the Workout Value, topic to the solution of becoming settled in warrants of JWC in accordance with TSX Venture Exchange (“TSXV”) Policy four.three – Shares for Debt, ought to the have to have arise.

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

As further consideration for offering the Loan (the “Further Consideration”) and pursuant to TSXV Policy five.1 – Loans, Loan Bonuses, Finder’s Costs and Commissions, JWC intends problem to Trichome Monetary warrants to acquire 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 price tag per share of JWCA.V on the final trading day right away preceding the Closing Date, which reduced quantity shall be the workout price tag at which every single Bonus Warrant shall be exercisable into prevalent shares of JWC (the “Workout Value”). Primarily based on the closing price tag of JWCA.V on October three, 2019, the Workout Value would be $.5565, and the quantity of Bonus Warrants provided as the Further Consideration with respect to the Loan would be three,593,890 Bonus Warrants. Such quantity is beneath 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 Very first 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 below the Cannabis Regulations, formerly the Access to Cannabis for Healthcare 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 family members corporation and is primarily based on family members values. JWC started as a collective of sufferers and growers below the Marihuana Healthcare Access Regulations (the precursor to ACMPR). Considering the fact that its inception, JWC has remained focused on offering the greatest probable patient knowledge. JWC’s operations are primarily based in Kitchener, Ontario. Understand a lot 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 which includes forward-seeking details for purposes of applicable securities laws (“forward-seeking statements”) about JWC and its small business and operations which contain, amongst other points, 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 existing internal expectations, estimates, projections, assumptions, and beliefs and views of future events which management believes to be affordable in the situations, which includes expectations and assumptions with regards to: basic financial situations, the anticipated timing and price of expanding the Corporation’s production capacity, the internal possibilities, the improvement of new solutions and solution formats, the Corporation’s capability to retain crucial personnel, the Corporation’s capability to continue investing in its infrastructure to help development, the effect of competitors, trends in the Canadian cannabis business and modifications in laws, guidelines, and events, overall performance or final results, and will not necessarily be precise indications as to regardless of whether, or the instances at which, such events, overall performance or final results 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 comparable words and phrases. Forward-seeking statements involve identified and unknown dangers, uncertainties and other things which may well bring about the actual final results to differ materially from these implied in the forward-seeking statements. For instance, dangers contain dangers with regards to the cannabis business, financial things, the equity markets frequently, funding and grant associated dangers and dangers connected with development and competitors as nicely as the dangers identified in the Corporation’s Filing Statement and other filings with the Canadian securities regulators, which filings are accessible at www.sedar.com. Though JWC has attempted to determine crucial things that could bring about actual actions, events or final results to differ materially from these described in forward-seeking statements, there may well be other things that bring about actions, events or final results 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 existing assumptions which management believes to be affordable. The Corporation disclaims any intention or obligation, except to the extent essential by law, to update or revise any forward-seeking statements, regardless 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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