JWCAF - James E. Wagner Commences Sales and Investor Solicitation Process

Canada NewsWire

KITCHENER, ON, April 13, 2020

Also Announces Court Approval of Appointment of Chief Restructuring Officer and
Extension of CCCA Stay Period

KITCHENER, ON, April 13, 2020 /CNW/ - James E. Wagner Cultivation Corporation (the "Corporation", and together with its subsidiaries, "JWC") (NEX: JWCA.H; OTCQX: JWCAF), announced today that, in connection with its consensual restructuring under the Companies' Creditors Arrangement Act (the "CCAA"), it has received approval from the Ontario Superior Court of Justice (Commercial List) (the "Court") to commence its previously announced Sales and Investor Solicitation Process (the "SISP"), to be carried out by Stoic Advisory Inc. under the supervision of the Special Committee of the Board of Directors of the Corporation and KSV Kofman Inc., as monitor in the CCAA proceedings (the "Monitor"). The Court also approved the appointment of Howard Capital LLC (the managing member and sole owner of which is Howard Steinberg) as the Chief Restructuring Officer of JWC and granted an extension of the stay of proceedings granted in connection with JWC's CCAA proceedings until June 26, 2020. In connection with the appointment of Howard Capital LLC as the Chief Restructuring Officer of JWC, Mr. Steinberg resigned as a director and officer of the Corporation.

In connection with the order approving the SISP, JWC's previously announced asset purchase agreement with Trichome Financial Corp. ("Trichome Financial") has been approved by the Court as JWC's "stalking horse bid" and Trichome Financial has been approved as JWC's "stalking horse" bidder in the SISP.   

Pursuant to the SISP, interested parties will be given an opportunity to submit an offer for all of JWC's assets for a purchase price estimated to be equal to or greater than $11.95 million. JWC will also consider (i) separate offers to acquire some but not all of JWC's assets, if a combination of one or more such bids in the aggregate would result in proceeds at least equal to the amounts described above, and (ii) a bid structured as a CCAA plan if it is otherwise a qualified bid pursuant to the SISP.

Any potential buyer interested in participating in the SISP should contact Aaron Salz by email at aaron@stoicadvisory.com.

Copies of the Initial Order, SISP and other Court materials and information related to JWC's CCAA proceedings are available on the Monitor's website at https://www.ksvadvisory.com/insolvency-cases/case/james-e-wagner-cultivation-corporation.

About James E. Wagner Cultivation Corporation

James 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. 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, statements regarding the CCAA proceedings, the SISP and the stalking-horse offer. The forwarcd-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. There may be 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.

SOURCE James E. Wagner Cultivation Corporation

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