MJardin Announces Proposed Transactions

TORONTO, March 29, 2023 (GLOBE NEWSWIRE) -- MJardin Group, Inc. (OTC: MJARF) (“MJardin” and, together with its affiliates, the “Company”) announces two transactions (the “Proposed Transactions”) to be implemented in its ongoing proceedings under the Companies’ Creditors Arrangement Act (the “CCAA”), which proceedings also involve GrowForce Holdings Inc. (“Growforce”), 8586985 Canada Corporation (“858 Canada”) and Highgrade MMJ Corporation (“Highgrade” and, together with MJardin, Growforce and 858 Canada, the “Debtors”). The Proposed Transactions are subject to, among other applicable conditions, the approval of the Ontario Superior Court of Justice (Commercial List) (the “Court”) in the CCAA proceedings.

The Proposed Transactions consist of the following:

(i) the “Asset Transaction” pursuant to which, among other things, Bridging Finance Inc., as agent for certain affiliated investment funds (collectively, “Bridging”, which is currently under the administration of PricewaterhouseCoopers Inc. as Court-appointed receiver and manager), will acquire (a) all of the shares of 13295389 Canada Corporation and Growforce AC Holdings Inc. that are owned by Growforce, and (b) certain assets of Mjardin and Growforce; and

(ii) the “MJardin 2.0 Transaction” pursuant to which, among other things, (a) 14881729 Canada Inc. (the “MJardin 2.0 Purchaser”), an affiliate of Bridging, will acquire newly issued common shares of the new corporation to be formed as a result of an amalgamation between Growforce and 858 Canada (“AmalCo”), (b) AmalCo will acquire newly issued common shares of Highgrade, and (c) all other existing securities of AmalCo and Highgrade (for certainty, not including the newly issued shares) will be cancelled for no consideration. The MJardin 2.0 Purchaser will directly hold 100% of the issued and outstanding equity securities of AmalCo and indirectly hold 100% of the issued and outstanding equity securities of Highgrade upon implementation of the MJardin 2.0 Transaction, representing the entire operating business of the Company.

In connection with the Proposed Transactions, (i) MJardin and Growforce, as vendors, have entered into a Transaction Agreement with Bridging (the “AVO Agreement”) and (ii) Growforce, 858 Canada and Highgrade have entered into a Transaction Agreement with the MJardin 2.0 Purchaser and Bridging (the “RVO Agreement”), each of which are dated March 28, 2023. Bridging is the senior secured creditor of MJardin having made various pre-filing loans to the Company, and has also provided MJardin with certain financing in order to fund its restructuring efforts.

The consideration provided for by the Proposed Transactions consists primarily of a credit and release of certain of the secured indebtedness owed by the Company to Bridging. Neither of the Proposed Transactions will result in any recovery to any of the Debtors’ other creditors or equity holders.

The Proposed Transactions result following the conduct of the sale and investment solicitation process (the “SISP”) approved by the Court on November 4, 2022. The SISP was terminated after no bids were received by the initial bid deadline. Following termination of the SISP, the Debtors, with the assistance and in consultation with KSV Restructuring Inc., as the Court-appointed monitor of the Debtors in the CCAA proceedings (the “Monitor”), determined that proceeding with the Proposed Transactions represented the best available alternative in the circumstances to maximize value.

A Court-hearing for the approval of the Proposed Transactions and certain ancillary relief, including proposed Court-ordered releases, has been scheduled for April 3, 2023. With respect to the MJardin 2.0 Transaction, the relief to be requested includes the authority to complete the MJardin 2.0 Transaction with Court approval and approval from Health Canada in respect of the licenses currently held by 858 Canada and Highgrade under the Cannabis Act and the regulations thereunder being the only authorizations required to proceed with the MJar 2.0 Transaction, and that no shareholder or other approval will be required.

Subject to the satisfaction or waiver of applicable conditions, the parties are working to complete the Proposed Transactions by an outside date of April 14, 2023, provided that such outside date may be extended pursuant to the terms of the AVO Agreement and the RVO Agreement. It is expected that the CCAA proceedings will be terminated shortly after the closing of the Proposed Transactions.

Materials publicly filed in the CCAA proceedings are made available on the Monitor’s Website at https://www.ksvadvisory.com/experience/case/mjardin-group-inc.

About MJardin

Based in Ontario, Canada, the Company is a licensed producer of cannabis products with other investments in the cannabis industry. Since the commencement of the CCAA proceedings, the Company has implemented several improvements to its business and operations, including, among other things, various cost reduction measures and steps to improve product potency and cannabis yields, such that the Company’s product is now positioned in the “ultra-premium” category. The Company has also obtained several new certifications that enable it to export product to certain international markets.

Forward-Looking Information

Certain statements made in this press release may constitute “forward-looking information” (collectively, “forward-looking information”) within the meaning of applicable securities laws. Forward-looking information may relate to anticipated events or results including but not limited to the seeking of Court approval of the Proposed Transactions and authority to consummate the Proposed Transactions, the ability to obtain any necessary approvals in order to complete the Proposed Transactions, and the expected timing for implementing the Proposed Transactions. Forward-looking information relates to the Company’s outlook and anticipated events or results and includes statements or information regarding the future or prospects of the Company and is current as of the date it is made and is based on reasonable estimates and assumptions made by the Company at the relevant time in light of experience, current conditions and expected future developments, as well as other factors that the Company believes are appropriate and reasonable in the circumstances. When used in this news release, words such as “will”, “hope”, “could”, “plan”, “estimate”, “expect”, “intend”, “may”, “potential”, “believe”, “should” and similar expressions, are forward-looking statements. The Company does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise, except as required under applicable securities laws in Canada. There can be no assurance that such estimates and assumptions will prove to be correct. Many factors could cause the Company’s actual results, level of activity, performance or achievements or future events or developments to differ materially from those expressed or implied by the forward-looking information. Readers are urged to consider the risks, uncertainties and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance on such information.