James E. Wagner Cultivation Corporation Announces Closing of $4 Million Loan Agreement and Issuance of Bonus Shares and Warra...

James E. Wagner Cultivation Corporation (“

JWC

” or the “

Corporation

”) (TSX VENTURE: JWCA; OTCQX: JWCAF), is pleased to announce that on November 6, 2019 (the “

Closing Date

”), it, along with certain of its subsidiaries, entered into a loan agreement (the “

Loan Agreement

”) with Trichome Financial Corp. (the “

Lender

”) for a loan in the amount of CDN$4,000,000 (the “

Loan

”) to be advanced to JWC in two tranches. The first tranche of the Loan in the amount of CDN$2,850,000 (the “

First Tranche

”) will be advanced to JWC upon the satisfaction of customary closing conditions and is expected imminently. The second tranche of the Loan, in the amount of CDN$1,150,000 (the “

Second Tranche

”) will be advanced to JWC upon satisfaction of certain further conditions precedent set out in the Loan Agreement.

A set-up fee in the amount of $60,000 and a 5% original issue discount was applied to the First Tranche. A 5% original issue discount will also be applied to the Second Tranche at the time it is advanced. Interest on the Loan shall be paid monthly in cash at a rate of 9.25% per annum on the then outstanding amount of the Loan, with all outstanding interest payable upon maturity. The Loan shall be payable in full on November 6, 2021. JWC shall use the net proceeds of the Loan to finance the completion of construction of its facility located at 530 Manitou Drive in Kitchener, Ontario, to finance the launch of new products, and for general working capital requirements. As security for the Loan, JWC has provided the Lender with a perfected, first lien on current and future tangible and intangible assets ‎and equity interests (including a share pledge from all subsidiaries of JWC) of JWC and each of the direct and indirect wholly-owned subsidiaries of JWC. 

As consideration for providing the First Tranche and pursuant to TSX Venture Exchange (“TSXV”) Policy 5.1 – Loans, Loan Bonuses, Finder’s Fees and Commissions, JWC intends to issue the Lender 1,696,385 warrants to purchase common shares of JWC (the “Bonus Warrants”), and 984,208 common shares of JWC (the “Bonus Shares” and together with the Bonus Warrants, the “Loan Bonus”).

Each Bonus Warrant will be exercisable for one common share of JWC at an exercise price of CDN$0.42 being a 5% premium to the trading price of the common shares of JWC at market close on the last trading day preceding this announcement. The Bonus Warrants will be exercisable for a period of two years from the date of issuance and both the Bonus Warrants and Bonus Shares will be subject to a four month hold period in accordance with applicable Canadian securities laws.  The issuance of the Loan Bonus is subject to the final approval of the TSXV.

Subject to the approval of the TSXV, a similar loan bonus is anticipated in relation to the Second Tranche with pricing reflective of the then current market price of the common shares of JWC.

About James E. Wagner Cultivation Corporation

JWC’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. JWC uses its advanced and proprietary Dual Droplet™ aeroponic platform named GrowthSTORM™. JWC was founded as a family company and is based on family values. 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’s operations are based in Kitchener, Ontario.

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 the entering into of the Loan Agreement, the availability of funds under the Loan Agreement, JWC’s use of funds made available under the Loan Agreement, and the issuance of the Loan Bonus by JWC to the Lender pursuant to the Loan Agreement. 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. For example, risks include risks regarding the cannabis industry, risks relating to the Lender’s ability to fund the First Tranche or the Second Tranche, or JWC’s ability to satisfy the conditions related thereto, economic factors, the equity markets generally, building permit related risks and risks associated with growth and competition as well as the risks identified in the Corporation’s Filing Statement available under the Corporation’s profile 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.

For more information about this release, please contact

Nathan Woodworth, President & CEO of JWC Email: [e-mail] Phone: [phone] x421

OR

Investor Relations Jonathan Leuchs, CMA Email: [e-mail] Phone: [phone]