AIM1 Ventures Inc. (“AIM1” or the “Corporation”) (TSXV:AIMI), a capital pool company pursuant to Policy 2.4 of the TSX Venture Exchange (the “TSXV”), is pleased to announce that it has entered into a business combination agreement (the “Agreement”) with James E. Wagner Cultivation Ltd., a corporation existing under the laws of Ontario (“JWC”), which outlines the terms and conditions pursuant to which AIM1 and JWC will complete a transaction that will result in a reverse-takeover of AIM1 by the shareholders of JWC (the “Transaction”).
Subject to regulatory approval, shareholder approval and other conditions set out in the Agreement, JWC will amalgamate with a wholly-owned subsidiary of AIM1 in order to facilitate the completion of the Transaction. Upon completion of the Transaction, it is the intention of the parties that the Corporation (the Corporation after the completion of the Transaction being referred to herein as the “Resulting Issuer”) will continue to carry on the business of JWC.
On or immediately prior to the completion of the Transaction, AIM1 will effect: (i) a consolidation of all of the outstanding common shares of A1M1 on a 4.84752803 to 1 basis (the “Consolidation”), resulting in an aggregate of approximately 1,954,914 post-Consolidation common shares of AIM1 (the “Common Shares”); and (ii) a name change pursuant to which the Corporation will change its name to “James E. Wagner Cultivation Corporation” or such other name as determined by JWC (the “Name Change”).
In addition to the foregoing, prior to the completion of the Transaction, JWC shall complete a split of the common shares in the capital of JWC on a 1 to 269.565217 basis (the “Share Split”), resulting in an aggregate of approximately 68,429,939 post-Share Split common shares of JWC (the “JWC Shares”).
Pursuant to the Agreement, JWC shall use reasonable commercial efforts to complete a brokered private placement financing of a minimum of 15,217,392 subscription receipts of JWC (the “Subscription Receipts”) at a price of $1.15 per Subscription Receipt for minimum aggregate gross proceeds of $17,500,000 (the “Financing”). Haywood Securities Inc. and Eight Capital are acting as co-lead agents in connection with the Financing (together, the “Co-Lead Agents”), on behalf of a syndicate of agents (together with the Co-Lead Agents, the “Agents”) to offer the Subscription Receipts for sale, on a best-efforts agency basis. JWC has granted the Agents an option (the “Agents’ Option”), exercisable in whole or in part, at any time and from time to time up to forty-eight (48) hours prior to the closing of the Financing, to arrange for the purchase of an additional 2,282,609 Subscription Receipts for additional gross proceeds of up to $2,625,000. In connection with the Financing, JWC has agreed to pay the Agents a cash fee equal to six percent (6%) of the gross proceeds of the Financing and to issue compensation options (“Compensation Options”) to the Agents equal to six percent (6%) of the number of Subscription Receipts sold in connection with the Financing. Each Compensation Option shall be exercisable for such number of JWC Shares or Resulting Issuer Shares, as the case may be, at an exercise price of $1.15 per share for a period of two (2) years from the closing of the Financing.
The gross proceeds of the Financing, less the expenses of the Agents incurred in connection with the Financing, shall be held in escrow pending satisfaction of certain conditions, including, among others, the completion or waiver of all conditions precedent to the completion of the Transaction and the receipt of shareholder and regulatory approvals required for the completion of the Transaction (the “Escrow Release Conditions”). Upon satisfaction of the Escrow Release Conditions, the escrowed proceeds of the Financing will be released to the Agents to pay their cash fee and any unpaid expenses of the Agents, with the remainder being released to JWC, and each Subscription Receipt shall automatically convert into one (1) unit of JWC (a “Unit”). Each Unit shall consist of one JWC Share and one-half of one common share purchase warrant of JWC (each whole common share purchase warrant, a “Warrant”). Each Warrant shall entitle the holder thereof to acquire one additional JWC Share at a price of $1.50 for a period of twenty-four (24) months following the closing of the Transaction.
It is expected that the proceeds of the Financing will be used for general corporate purposes.
Pursuant to the Agreement, in connection with the Transaction, the holders of JWC Shares shall receive one (1) Common Share in exchange for each JWC Share held (on a post-Consolidation and post-Share Split basis). Upon completion of the Transaction and without giving effect to the Financing, the shareholders of AIM1 will hold approximately 1,954,914 common shares of the Resulting Issuer (the “Resulting Issuer Shares”) and the shareholders of JWC will own approximately 68,429,939 Resulting Issuer Shares. In addition to the foregoing and without giving effect to the Financing, the former holders of AIM1 securities convertible into Common Shares will hold securities entitling them to acquire an additional 283,526 Resulting Issuer Shares and the former holders of JWC securities convertible into JWC Shares shall receive securities entitling them to acquire 11,701,556 Resulting Issuer Shares. In the event the Financing is completed and is fully-subscribed but without giving effect to any exercise of the Agents’ Option, the holders of the Subscription Receipts will receive an additional 15,217,392 Resulting Issuer Shares and 7,608,696 Warrants to purchase 7,608,696 Resulting Issuer Shares.
JWC is licensed under the Access to Cannabis for Medical Purposes Regulations (“ACMPR”) to cultivate medical cannabis. JWC was granted its initial cultivation licence on January 10, 2017 and, on March 29, 2018, received an amendment to such licence permitting JWC to sell medical cannabis. JWC carries out its principal activity of producing cannabis from its facilities in Kitchener, Ontario pursuant to the provisions of the ACMPR and the Controlled Drugs and Substances Act (Canada) and its regulations.
JWC 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 ACMPR, it is important to note that these methods will often result in a variety of different outcomes. Through its patent-pending GrowthStormTM technology involved in all stages of the growing process, JWC seeks to provide patients with clean, consistent medical cannabis products of high quality.
Overview of the Business
JWC was incorporated on October 1, 2013, under the Business Corporations Act (Ontario). JWC is engaged in the production of medical cannabis pursuant to the ACMPR, with a view to the future commercial sale of cannabis. JWC operates its business out of a 15,000 square-foot facility located in Kitchener, Ontario. In February 2018, JWC entered into a lease agreement in respect of a second 345,000 square-foot facility in Kitchener, Ontario. JWC is proceeding with a phased expansion of its second facility which, once complete, will significantly increase JWC’s production rate. JWC anticipates the completion of its second facility in the first quarter of 2019 and full production in the second quarter of 2019.
JWC has entered into a strategic partnership with Canopy Growth Corporation (“Canopy Growth”) and its strategic investment arm, Canopy Rivers Corporation. The strategic partnership provides JWC with access to high-quality genetics sourced from around the world, industrial scale cannabis oil infrastructure, and a rigorous Quality Assurance program. Through its strategic partnership, JWC is also a partner of CraftGrow, an online store that provides fast shipments of cannabis to customers. In addition, JWC has access to the Tweed Main Street online marketplace that provides JWC with direct exposure to Canopy Growth’s operational, distribution, marketing and sales infrastructure.
Directors and Officers of Resulting Issuer
Upon completion of the Transaction, it is anticipated that the persons identified below will serve as directors and officers of the Resulting Issuer, subject to acceptance by the TSXV.
Nathan Woodworth – President and Chief Executive Officer and Director
Nathan Woodworth is a life-long resident of Kitchener, Ontario, although he spent many summers on his Grandfather’s farm near Tillsonburg learning about agriculture and rural life. He studied Philosophy at McMaster University, but his plans were disrupted by chronic migraines. After pursuing a variety of treatments for some years, Nathan settled on medical cannabis as the most effective therapy. He began growing his own cannabis under the Medical Marijuana Access Regulations and with his family he founded a collective of patients and growers in Waterloo Region. In 2012 when the Marijuana for Medical Purposes Regulations was announced he and his family decided to bring their passion and unique technology to the commercial production of cannabis. By 2013 they had founded James E. Wagner Cultivation Ltd. The years since have allowed him to develop his management skills by taking JWC from a start-up to a growing, technologically advanced producer of cannabis.
James den Ouden – Chief Financial Officer
James den Ouden graduated from McMaster University with a degree in Economics. He then continued his education becoming a CPA/CMA while working for Manulife Financial where he spent more than 22 years. James started as a junior accountant working on the Confederation Life acquisition and progressed through several roles with increasing responsibility including spending 5 months in Japan when Manulife Financial entered the country through a joint venture. James was responsible for Canadian Division expense management during the John Hancock Group and Maritime Life acquisition, before moving to Corporate Division as Assistant Vice President of the Corporate Division and was responsible for the company’s management reporting during the 2008 Financial Crisis, keeping senior leadership informed on the impacts to Manulife Financial’s businesses. James later became the Chief Financial Officer of Manulife Asset Management Ltd. and was then responsible for the financial management of the Canadian Investment Funds including being involved in the Standard Life acquisition and the launch of Manulife Financial’s first Exchange Traded Funds. James joined James E. Wagner Cultivation as Chief Financial Officer in October of 2017.
Adam Woodworth – Chief Operating Officer
Adam brings considerable expertise to the role of JWC’s Master Grower. Adam has an academic background in plant and microbiology as well as cultivation experience as a producer of medical cannabis under the Medical Marijuana Access Regulations. Adam is also a certified Good Laboratory Practices laboratory manager. Adam works diligently with JWC’s production staff to ensure the continued delivery of clean, consistent medicine while conducting ongoing research into new cannabis strains and cultivation procedures.
Krysta Woodworth – Chief Administrative Officer
As Chief Administrative Officer, Krysta oversees all front-end operations, departments, and staff. It is her responsibility to monitor all activities and ensure projects are appropriately assigned and completed properly and on time. Krysta is instrumental in ensuring that the JWC team remains organized and focused on achieving measurable results for both internal and external objectives.
Dan Bexon – Chief Information Officer
As Chief Information Officer, Dan is responsible for implementing and supporting all external software systems to ensure proper integration with JWC’s standard operating procedures, as well as overseeing all aspects of network security. His experience in systems administration has proven invaluable towards tracking and monitoring JWC’s production and distribution from seed to sale.
Laura Foster – Chief Compliance Officer and Director
As Chief Compliance Officer, Laura works to ensure JWC’s compliance with the regulatory frameworks which govern our industry. Her dedication to developing effective and comprehensive standard operating procedures as well as her extensive knowledge of ACMPR guidelines have been instrumental to JWC’s success in the licensing process.
William Werth – Chief Technology Officer
As Chief Technology Officer, William Werth is responsible for overseeing all technological growth at JWC. This approach includes solving real-world, data-driven enterprise problems and identifying strides in technological advancement in the global legal cannabis sector.
Erik Fletcher – Chief Marketing Officer
As a lifelong entrepreneur, Erik has devoted his career to helping businesses reach their full potential. With over 15 years of experience in the advertising industry, Erik now brings his knowledge and expertise to the JWC team as he works to oversee marketing initiatives, brand development, and stakeholder communications.
Philip Armstrong – Director
Philip Armstrong has spent over 45 years in the financial service industry starting his career with Lloyds Bank in the UK. Philip emigrated to Canada in 1975 and worked as a senior executive for two Canadian trust companies. In 1987, Philip became an original investor and partner, Chief Executive Officer and member of the Board of Altamira Investment Services Inc. Altamira Investment Services Inc. grew from a small mutual fund company managing $50 million to manage approximately $15 billion in assets and had over $100 million of revenue. Altamira Investment Services Inc. was sold to National Bank in 2000. In 2002, Philip was a founder, Chief Executive Officer and board member of Jovian Capital Corporation, a public company whose mandate was to acquire, create, and grow companies in the asset and wealth management sectors. The company grew to over $100 million of revenue. Jovian Capital Corporation was sold to Industrial Alliance Insurance and Financial Services Inc. Philip was also a director for five years and member of the Audit Committee of DGM Bank (Barbados), a bank that managed approximately $800 million in client assets. Currently, Philip serves on the boards of Torrent Capital Ltd., Maret Resources Ltd. and Smart Employee Benefits Inc., all public companies. Philip is the Chair of Richardson GMP Family Office Oversight Committee. He is also an investor in a number of private companies. Philip has served as Chairman of the Investment Funds Institute of Canada and The Mutual Fund Dealer’s Association, a Self-Regulatory Organization. In addition, he served on the board of the Ireland Fund of Canadaand is a past director of the Canadian Opera Company. Philip holds a Bachelor of Arts (Law) Hons. from the School of Law at Manchester Metropolitan University.
Ray Alarie – Director
Ray Alarie was founder and Chief Executive Officer of Paragon Engineering Limited from inception in 1979, until Stantec Inc. acquired it in 1997. He served Stantec Inc. in senior executive capacities until retirement in 2006. Ray has been a P.Eng. since 1977. He received the ICD.D designation in 2005. He holds BASc and MASc degrees in Civil Engineering from the University of Waterloo and was recognized with Waterloo’s Engineering Alumni Achievement Medal in 2000. He has served on many profit and non-profit Boards, including a US publicly traded company involved in industrial air handling, an engineering consultancy that was acquired by Genivar Inc. and an IT company.
Peter Kampian – Director
Peter Kampian, CPA, CA, has a long track record as a financial executive with a number of Canadian public companies. Peter is currently the CFO of DionyMed Holdings Inc., a California based cannabis branding and distribution company. Peter was the Chief Financial Officer of Mettrum Health Corp., which was acquired by Canopy Growth Corporation in early 2017. Previously, Peter was involved with several start-up businesses in renewable energy including Threshold Power Trust, Riverbank Power Corporation and Oneworld Energy Corporation and also the held the position of Vice President Finance with Superior Energy Management and Chief Financial Officer of Algonquin Income Fund where he led and supported debt and equity capital raising.
Upon completion of the Transaction, and in the event that the Financing is completed and is fully-subscribed but prior to any exercise of the Agents’ Option, it is anticipated that Canopy Rivers Corporation will beneficially own or control, directly or indirectly, approximately 10.4% of the Resulting Issuer Shares (presuming Canopy Rivers Corporation does not participate in the Financing) and will be considered to be an insider of the Resulting Issuer pursuant to the policies of the TSXV.
Selected Significant Financial Information Concerning JWC
The following table sets forth selected audited financial information for JWC for the year ended September 30, 2017. The financial information has been prepared in accordance with International Financial Reporting Standards.
|Selected Financial Information (Unaudited)||Year Ended
September 30, 2017
|Net loss before income taxes||$(2.2) million|
|Net loss and comprehensive loss||$(2.0) million|
|Basic and diluted loss per share||$(0.033) Basic, $(0.028) Fully Diluted|
|Total Assets||$7.9 million|
|Total Liabilities||$2.3 million|
|Total Equity||$5.6 million|
Arm’s Length Transaction
The Transaction is an arm’s length transaction in accordance with the policies of the TSXV.
The Transaction is subject to completion of certain conditions set forth in the Agreement, including receipt of all necessary regulatory (including TSXV) and third party approvals, approval of the Corporation’s shareholders with respect to the Consolidation and Name Change and approval of JWC’s shareholders with respect to the Share Split and the amalgamation that will facilitate the completion of the Transaction.
On Wednesday, March 28, 2018, AIM1 held a special meeting of its shareholders to approve the Name Change and Consolidation, among other items.
Copies of the management information circular of AIM1 dated February 26, 2018 and certain related documents and agreements have been filed with Canadian securities regulators and are available at the SEDAR website at www.sedar.com under AIM1’s profile.
AIM1 intends to make an application to the TSXV for an exemption from sponsorship requirements, but there is no assurance that such an exemption will be granted.
In connection with the Transaction and pursuant to the requirements of the TSXV, AIM1 will file a filing statement on its issuer profile on SEDAR at www.sedar.com, which will contain details regarding the Transaction, AIM1, JWC and the Resulting Issuer.
Closing of the Transaction
If the necessary approvals of the shareholders of AIM1, the shareholders of JWC and the TSXV, are received, the Transaction is expected to be completed on or about May 7, 2018. Following completion of the Transaction, the Resulting Issuer will commence trading on the TSXV under the stock symbol “JWCA”.
Trading in the common shares of AIM1 was voluntarily halted on January 4, 2018 as a result of the announcement of the intention to complete the Transaction and will remain halted until the documentation required by the TSXV in connection with the Transaction has been reviewed and accepted by the TSXV. Subject to compliance with the policies of the TSXV, AIM1 may also request that trading in the common shares of AIM1 remain halted pending the closing or abandonment of the Transaction.
In connection with the Transaction, Dentons Canada LLP acted as legal counsel to AIM1 and DLA Piper (Canada) LLP acted as legal counsel to JWC.
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.
All information provided in this press release relating to JWC has been provided by management of JWC and has not been independently verified by management of AIM1. AIM1 disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
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 TSX Venture Exchange Inc. 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 press release contains forward-looking statements and forward-looking information that are based on the beliefs of management and reflect AIM1’s current expectations. When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”, “predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include information relating to the business plans, operations and affairs of AIM1 and JWC, the Financing, the Transaction (including TSXV approval, approval of the Name Change and Consolidation by the AIM1 shareholders and approval of the Share Split and amalgamation by the JWC shareholders) and the board of directors and management of the Resulting Issuer upon completion of the Transaction. Such statements and information reflect the current view of AIM1. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.
By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks: there is no assurance that the Financing will be completed or as to the actual proceeds to be raised in connection with the Financing or as to the offering price to be realized, and in particular, the amount raised may be significantly less than the amounts indicated if investors are not prepared to invest; post-closing of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations and such financing may not be available when the Resulting Issuer needs it; new laws or regulations could adversely affect the Resulting Issuer’s business and results of operations; the stock markets have experienced volatility that often has been unrelated to the performance of companies, and these fluctuations may adversely affect the price of shares in the capital of the Resulting Issuer, regardless of its operating performance; there is no assurance that JWC shareholders will approve the Share Split or the amalgamation or that the TSXV will approve the Transaction. Further, approval of the TSXV may be conditional upon amendments to the Agreement.
There are a number of important factors that could cause AIM1’s and the Resulting Issuer’s actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: currency fluctuations; limited business history of AIM1 and JWC; disruptions or changes in the credit or security markets; results of operation activities and development of expansion facilities; facility expansion cost overruns or unanticipated costs and expenses; fluctuations in the Resulting Issuer’s product prices, and general market and industry conditions.
AIM1 cautions that the foregoing list of material factors is not exhaustive. When relying on AIM1’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. AIM1 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 AIM1 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 AIM1 MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
For further information: Aaron Salz, the Chief Executive Officer and a director of AIM1: Aaron Salz, CEO, firstname.lastname@example.org, 416-565-4457