James E. Wagner Announces Court Approval of Sale of Assets

KITCHENER, ON, June 2, 2020 /CNW/ - James E. Wagner Cultivation Corporation (the "Corporation") (NEX: JWCA.H; OTCQX: JWCAF) is pleased to announce that, in connection with its creditor protection proceedings under the Companies' Creditors Arrangement Act (the "CCAA") and previously announced Sales and Investor Solicitation Process (the "SISP") that concluded on May 19, 2020 with Trichome Financial Corp. ("Trichome Financial") emerging as the "Successful Bidder", the Corporation and its subsidiaries (the "JWC Group") today received authorization from the Ontario Superior Court of Justice (Commercial List) (the "Court") to complete the sale of substantially all of the JWC Group's assets, as contemplated by the SISP, to an affiliate of Trichome Financial (the "Transaction"). The closing of the Transaction is currently set to occur on or before June 30, 2020, provided that all remaining conditions are satisfied.

Further details of the SISP and the asset purchase agreement are available under the Corporation's profile on the System for Electronic Document Analysis and Retrieval (www.sedar.ca) and are also available, along with additional information respecting the CCAA proceedings, on the  website of KSV Kofman Inc., the Court-appointed CCAA monitor (the "Monitor")  (https://www.ksvadvisory.com/insolvency-cases/case/james-e-wagner-cultivation-corporation).  Readers are urged to consult the full text of all documents available on SEDAR and the Monitor's website for further, more detailed, information. Readers are cautioned that there are a number of factors outside of the control of the JWC Group that may delay or impact the closing of the Transaction and, as a result and notwithstanding the approval of the Court, the Transaction may not close on the timeline or in the manner expected by the JWC Group or at all. Based on the consideration to be received by the JWC Group under the Transaction, holders of the Corporation's common shares will not receive any payments for, or distributions on, their common shares in connection with the transaction or the CCAA proceedings.

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 and the Corporation's intention to close the Transaction on or before June 30, 2020. 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

Contact Details CCAA Monitor: Noah Goldstein, T 416.932.6207, [email protected]