James E. Wagner Agrees to Consensual Restructuring

James E. Wagner to seek protection under Companies' Creditors Arrangement Act
Trichome Financial to provide up to $4 million in DIP Loan financing
Special Committee will conduct a Sales and Investment Solicitation Process
Trichome Financial agrees to submit "stalking-horse bid"

KITCHENER, ON, April 1, 2020 /CNW/ - James E. Wagner Cultivation Corporation ("JWC" or the "Corporation") (TSX VENTURE: JWCA; OTCQX: JWCAF), announces that it has agreed with Trichome Financial Corp. ("Trichome Financial") to a consensual restructuring (the "Restructuring") wherein JWC will seek an Initial Order approving an application for creditor protection under the Companies' Creditors Arrangement Act (Canada) ("CCAA").  The Restructuring was negotiated and recommended by the Special Committee of the Board of JWC and approved by the Board on March 31, 2020.  It is expected that the Initial Order granting JWC's application for CCAA will be granted today by the Ontario Superior Court of Justice (Commercial List).

Pursuant to the Restructuring, Trichome Financial and JWC have agreed to (i) a Debtor-in-Possession Loan ("DIP Loan") in which Trichome Financial will provide up to $4 million in interim financing over the term of the Restructuring; (ii) an offer by Trichome Financial to purchase the assets of JWC pursuant to an Asset Purchase Agreement that contemplates that Trichome Financial will be the "stalking-horse" in the Sales and Investor Solicitation Process ("SISP"); and (iii) the appointment of KSV Kofman Inc., as monitor in the CCAA proceedings. 

The SISP to be conducted in conjunction with the CCAA proceedings is intended to generate interest in the business and/or the assets of the Corporation, with the goal of maximizing value for all stakeholders of the Corporation.

During the CCAA proceedings, as a result of the DIP Loan, it is expected that day-to-day obligations to employees, key suppliers of goods and services and JWC's customers payable, from and after the filing date, will continue to be met. While under CCAA protection, management of the Company will remain responsible for the day- to-day operations of the Company under the general oversight of the Monitor.

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 Dip Loan and the Stalking-Horse Bid. 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. 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

Company Contact: Nathan Woodworth, President & CEO of JWC, [phone] x 421, [email protected]; Investor Relations, Jonathan Leuchs CMA, [phone], [email protected]