Trichome Financial Corp. (CNSX:TFC) entered into an asset purchase agreement to acquire assets of James E. Wagner Cultivation Corporation (TSXV:JWCA.H) for approximately CAD 13 million on April 1, 2020. The transaction would contemplate to be a stalking horse transaction in a sales and investor solicitation process.

Under the transaction, holders of the Trichome's common shares will not receive any payments for, or distributions on, their common shares in connection with the transaction or the Companies' Creditors Arrangement Act (“CCAA”) proceedings. As on July 23, 2020, Trichome Financial announces a non-brokered private placement of convertible debentures for aggregate gross proceeds of approximately CAD 5 million and will use the net proceeds to finance the transaction. The operating team will be retained.

The transaction is subject to approval by the Ontario Superior Court of Justice. On April 13, 2020, the Ontario Superior Court of Justice approved Sales and Investor Solicitation Process. On May 15, 2020, Trichome Financial has emerged as the successful bidder whereby Trichome Financial.

The sale and approval hearing is expected to be held on or around May 29, 2020 with the Ontario Superior Court of Justice and final closing to occur upon Health Canada license approval. James E. Wagner Cultivation Corporation intends to appear before the Ontario Superior Court of Justice (Commercial List) on June 2, 2020 to seek an order approving the Trichome Financial bid. As of June 2, 2020, James E. Wagner Cultivation Corporation and its subsidiaries (the "JWC Group") received authorization from the Ontario Superior Court of Justice to complete the sale of substantially all of the JWC Group's assets, as contemplated by the Sales and Investor Solicitation Process, to an affiliate of Trichome Financial.

As of June 2, 2020, the transaction is expected to close on or before June 30, 2020. As of July 23, 2020, the transaction is expected to occur in the third quarter of 2020. As per filing on July 30, 2020, the closing of the Transaction is currently set to occur on or before August 31, 2020, provided that all remaining conditions are satisfied.

Court appointed KSV Kofman Inc. as monitor for James E. Wagner Cultivation Corporation. Robin B. Schwill and Natalie Renner of Davies Ward Phillips & Vineberg LLP acted as legal advisors to KSV Kofman Inc.