APPROVAL OF COLOMBIA TRANSACTION AND ICC TRANSACTIONS Wayland Group Corp., Maricann Inc. and NanoLeaf Technologies Inc. (the Wayland Group) have been granted an approval and vesting order from the Ontario Superior Court of Justice (Commercial List) under the Companies' Creditors Arrangement Act (CCAA).
The approval and vesting order approves the sale transaction contemplated by the share purchase agreement (SPA) entered into on Feb. 2, 2020, among Wayland, and RG5 Investments Inc. and Albert Sheeler (the Colombia purchasers), and the vesting in the Colombia purchasers all of Wayland's right, title and interest in and to the shares of its Colombian subsidiary, Colmed Pharmaceuticals SAS, in consideration for $300,000, to be paid in instalments by May 31, 2020, and the effective assumption by the Colombia purchasers of the obligation to pay the continuing operating costs associated with Wayland's Colombian business. The Colombia transaction remains subject to the satisfaction of certain conditions to closing and to the receipt of the consent of the holders of not less than two-thirds of the outstanding principal amount of Wayland's secured convertible debentures.
The approval and vesting order also permits Wayland to proceed with the transactions contemplated by the previously announced termination agreement between, among others, Wayland and Transnational Cannabis Ltd. (formerly ICC International Cannabis Corp.), which, among other things, formally terminate Wayland's transaction with Transnational in respect of Wayland's international portfolio of businesses.
Wayland also received relief with respect to its obligation to call an annual meeting of shareholders such that no meeting is required to be called prior to March 20, 2020.
In addition, Wayland announced that Maricann BV, one of the company's international affiliates, entered into a share purchase agreement with RMR Gartenbau GmbH dated Jan. 3, 2020, for the sale of 100 per cent of the share capital of Haxxon AG in consideration for nominal cash consideration, and the effective assumption by RMR Gartenbau GmbH of the existing liabilities and obligations of Haxxon AG. The Haxxon transaction remains subject to the satisfaction of certain conditions to closing and to the receipt of the consent of the holders of not less than two-thirds of the outstanding principal amount of Wayland's secured convertible debentures.