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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"
TORONTO, ONTARIO / ACCESSWIRE / April 1, 2020 / Trichome Financial Corp. (the "Company" or "Trichome Financial") (TFC.CN) announces that it has agreed to a plan of consensual restructuring (the "Restructuring") with James E. Wagner Cultivation Corporation ("JWC") (TSXV:JWCA) wherein JWC will seek approval for an Initial Order approving an application for creditor protection under the Companies' Creditors Arrangement Act (Canada) ("CCAA"). 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) (the "Court").
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") which is to be overseen by the Special Committee of the Board of JWC and advised by Stoic Advisory (the "Stalking-horse Bid"); and (iii) the appointment of KSV Kofman Inc. ("KSV") as monitor in the CCAA proceedings. It is expected that Howard Steinberg, or an entity controlled by him, will be appointed as the Chief Restructuring Officer (the "CRO").
"The agreed upon Restructuring with JWC provides additional capital at a critical juncture while at the same time provides certainty of outcome to JWC's employees, customers and suppliers. As the leading specialty lender to the legal cannabis industry, Trichome Financial believes in constructive and value-added relationships with its clients in both good times as well as during times of adversity," commented Michael Ruscetta, CEO of Trichome Financial. "Our belief in the long-term potential of JWC is evidenced by our DIP Loan and Stalking-horse Bid commitments. With 110,000 square feet of funded licensed space, 7,500 kgs of annual capacity, a high-margin premium product offering, the ability to quadruple capacity within its existing footprint, and the recent launch of its premium-value recreational products in Ontario, we believe that JWC's fundamentals underpin our DIP Loan and Stalking-horse Bid and what we expect to be a robust SISP process."
Trichome Financial remains well capitalized after completing this transaction, with cash on hand, no debt and an active pipeline of opportunities.
About Trichome Financial Corp.
Trichome Financial is a specialty finance company focused on providing flexible and creative credit solutions to the global legal cannabis market. Trichome was created to address the lack of credit availability in the large, growing and increasingly complex cannabis market. Trichome Financial's experienced founders and management team has a unique edge to capitalize on proprietary deal flow and industry insight while developing a first mover advantage as a global cannabis focused specialty finance company. Trichome Financial provides customized financing solutions across the industry value chain to support growth, capital expenditures, mergers, acquisitions, working capital and other needs. Leveraging the combined resources and knowledge of its founders, it is able to offer significant value-added financial, product, market and operational support to its partner companies.
For further information about Trichome Financial please visit us at www.trichomefinancial.com or @trichomefinance on Twitter and refer to the joint information circular of Trichome Financial and 22 Capital dated May 29, 2019 which is available on the Company's SEDAR profile at www.sedar.com.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this press release.
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate to, among other things: the Company's effective cash interest yield, the development of the global cannabis industry, trends in the cannabis capital markets, and the future market opportunity for Trichome Financial. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; and the delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, Trichome Financial assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE: Trichome Financial Corp
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