TORONTO, June 7, 2018 /CNW/ - James E. Wagner Cultivation
Corporation ("JWC Corp.") (formerly AIM1 Ventures Inc.) is pleased to announce the completion of the previously announced
qualifying transaction (the "Transaction") under the policies of the TSX Venture Exchange (the "TSXV") as well as
the exchange of the subscription receipts issued in connection with James E. Wagner Cultivation Ltd.'s ("JWC Ltd.")
previously announced $18 million brokered private placement financing conducted by a syndicate of
agents co-led by Haywood Securities Inc. and Eight Capital and including AltaCorp Capital Inc., INFOR Financial Inc., Beacon
Securities Limited and Mackie Research Capital Corporation (the "Financing"). In connection with the Transaction, JWC Ltd.
amalgamated with 2622627 Ontario Inc. The amalgamated entity (named James E. Wagner Cultivation Ltd.) is a wholly-owned
subsidiary of JWC Corp.
JWC Corp. has received conditional approval for the Transaction from the TSXV and JWC Corp.'s common shares are expected to
commence trading on the TSXV under the symbol "JWCA" on June 11, 2018.
Immediately prior to the completion of the Transaction JWC Corp. filed articles of amendment to: (a) change its name from
"AIM1 Ventures Inc." to "James E. Wagner Cultivation Corporation"; and (b) consolidate its share capital on the basis of one
post-consolidation share for each 4.84752803 pre-consolidation shares.
As previously announced, JWC Ltd. completed the Financing for gross proceeds of $18,490,214.05. In connection with the completion of the Transaction, each subscription receipt issued
pursuant to the Financing was automatically exchanged for one common share in the capital of JWC Ltd. ("JWC Ltd. Share")
and one half of one common share purchase warrant of JWC Ltd. (each whole warrant, a "JWC Ltd. Subscription Warrant')
entitling the holder thereof to purchase one JWC Ltd. Share at any time for a period of 24 months following the date of the
completion of the Transaction , at an exercise price of $1.50 per JWC Ltd. Share.
Following the completion of the Transaction, the holders of JWC Ltd. Shares, warrants to purchase JWC Ltd. Shares (with the
JWC Ltd. Subscription Warrants, the "JWC Ltd. Warrants"), JWC Ltd. Subscription Warrants and options to purchase JWC Ltd.
Shares ("JWC Ltd. Options") received, on substantially the same terms, an equal number of common shares, warrants to
purchase common shares, and options to purchase common shares, respectively, in the capital of JWC Corp. in exchange for
each cancelled JWC Ltd. Share, JWC Ltd. Warrant and JWC Ltd. Option that was outstanding at the time of closing of the
Transaction.
Immediately prior to the completion of the Transaction, JWC Ltd. issued an additional 1,128,124 JWC Ltd. Shares to various
existing shareholders pursuant to the terms of certain subscription agreements entered into in connection with the private
placement financings completed by JWC Ltd. on August 9, 2017 and December
28, 2017, respectively.
In connection with, the closing of the Transaction, JWC Corp. issued 6,739,130 options to purchase common shares of JWC Corp.
("JWC Corp. Options"), 13,001,649 common share purchase warrants of JWC Corp. ("JWC Corp. Warrants") and 762,149
compensation options to purchase common shares of JWC Corp. The former shareholders of JWC Ltd. (including those investors under
the Financing) hold a significant majority of the outstanding common shares of JWC Corp. (the "JWC Corp.
Shares").
In connection with the closing of the Transaction, JWC Corp. issued to the former holders of JWC Ltd. Shares (including those
issued in connection with the Financing) an aggregate of 85,636,435 JWC Corp. Shares.
There are 87,591,349 JWC Corp. Shares outstanding following completion of the Transaction.
For additional information about JWC Corp. and the Transaction, please refer to the filing statement dated May 29, 2018, which has been filed on JWC Corp.'s profile on SEDAR (www.sedar.com).
Pursuant to the terms of a value security escrow agreement dated June 7, 2018 among JWC Corp.,
TSX Trust Company, as escrow agent, and certain securityholders of JWC Corp., an aggregate of 20,778,075 JWC Corp.
Shares have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the TSXV
bulletin evidencing final acceptance of the Transaction, with the balance to be released in three equal tranches of 25% every six
months thereafter. Pursuant to the terms of a surplus security escrow agreement dated June 7,
2018 among JWC Corp., TSX Trust Company, as escrow agent, and certain securityholders of JWC Corp., an aggregate
of 19,640,019 JWC Corp. Shares, 5,728,257 JWC Corp. Options and 86,956.5 JWC Corp. Warrants have been placed in escrow,
whereby 10% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of
the Transaction, with the balance to be released in three tranches of 20%, 30% and 40% every six months thereafter. In
addition, 14,728,748 JWC Corp. Shares, 1,010,865 JWC Corp. Options and 4,369,110 JWC Corp. Warrants are subject to a four
month hold period in accordance with the policies of TSXV, whereby 20% of such securities will be released upon closing of the
Transaction, with the balance to be released in four equal tranches of 20% every month thereafter, and 3,504,347 JWC Corp.
Shares are subject to a hold period of one year, in accordance with the policies of TSXV, whereby 20% of such securities will be
released on closing of the Transaction, with the balance to be released in equal tranches every three months
thereafter.
Canopy Rivers Corporation beneficially owns or controls 12,513,041 JWC Corp. Shares and 2,347,826 JWC Corp. Warrants
representing an aggregate of approximately 13.7% of the outstanding JWC Corp. Shares on a fully-diluted basis.
Jason Ball beneficially owns or controls 8,926,086 JWC Corp. Shares and 150,000 JWC
Corp. Warrants representing an aggregate of approximately 10.2% of the outstanding JWC Corp. Shares on a non-diluted
basis.
About JWC Corp.
JWC Corp. is a premier cannabis business that focuses on growing its cannabis aeroponically, using cutting edge cannabis
technologies and growing practices. Although many methods are used to produce cannabis under the Access to Cannabis for
Medical Purposes Regulations, it is important to note that these methods will often result in a variety of different
outcomes. Through its various proprietary technologies involved in all stages of the growing process, JWC Corp. prides itself on
continuing to provide patients with clean, consistent medical cannabis products of high quality.
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 release.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in
connection with the transaction, any information released or received with respect to the transaction may not be accurate or
complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the
contents of this press release.
Disclaimer for Forward-Looking Information
This release includes forward-looking statements regarding JWC Corp. and its business. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends",
"contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or
state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such
statements are based on the current expectations of the management of each entity. The forward-looking events and circumstances
discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and
unknown risk factors and uncertainties affecting JWC Corp., including risks regarding the cannabis industry, failure to obtain
regulatory or shareholder approvals, economic factors, the equity markets generally and risks associated with growth and
competition. Although JWC Corp. has attempted to identify important factors that could cause actual actions, events or results to
differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or
results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as
required by applicable securities laws, forward-looking statements speak only as of the date on which they are made JWC Corp.
undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information,
future events, or otherwise.
JWC Corp. cautions that the foregoing list of material factors is not exhaustive. When relying on JWC Corp.'s forward-looking
statements and information to make decisions, investors and others should carefully consider the foregoing factors and other
uncertainties and potential events. JWC Corp. has assumed that the material factors referred to in the previous paragraph will
not cause such forward-looking statements and information to differ materially from actual results or events. However, the list
of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the
actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS PRESS RELEASE REPRESENTS THE EXPECTATIONS OF JWC CORP. AS OF THE DATE OF
THIS PRESS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON
FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE JWC CORP. MAY ELECT TO, IT DOES
NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
SOURCE Aim1 Ventures Inc.
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