Wayland Group Obtains Commitment for Further Bridge Loans from Cryptologic Subject to an Overall Aggregate Cap of $25 Million...
September 19 2019 - 4:00PM
Wayland Group (CSE:WAYL) (“Wayland”) and Cryptologic Corp. (CSE:
CRY) (“Cryptologic”) are pleased to announce that Maricann Inc.
(“Maricann”), a subsidiary of Wayland, and Cryptologic have entered
into an amended and restated loan agreement, effective as of
September 17, 2019 (the “Agreement”), that provides for additional
bridge loans from Cryptologic to Maricann (collectively, the
“Loans” and each a “Loan”). Each additional Loan is expected to be
in an amount equal to $1 million, subject to an overall aggregate
cap of $25 million for all Loans, including Loans already advanced.
Following Cryptologic’s advance of an additional Loan of $1 million
on September 18, 2019, the aggregate principal amount of
outstanding Loans is $6 million. The Agreement has been entered
into in connection with the previously announced letter of intent
dated August 2, 2019 (as amended, the “LOI”) pursuant to which
Wayland intends to sell its Canadian business to Cryptologic (the
“Asset Sale”).
The Agreement provides for, amongst other
things, the payment by Maricann to Cryptologic of a non-completion
fee (the “Fee”) up to an amount equal to 5% of the deemed aggregate
equity value of the Asset Sale. Wayland would be required to
pay the Fee in the event that the Asset Sale is not completed as a
result of Wayland completing an alternative transaction in
connection with its Canadian business, and the Fee would be payable
on the earlier of the closing date of an alternative transaction,
or the last day of the term of the Loans. The amount of the
Fee would be calculated based on the aggregate principal amount of
outstanding Loans (subject to the 5% maximum). In the event
that the Fee becomes payable, based on the current aggregate
principal amount of outstanding Loans, the Fee will be $6 million
if the principal amount of the loan is repaid on or prior to
completion of the alternate transaction or $11.5 million if it is
not, which is the maximum amount permitted under the Agreement
based on 5% of the deemed aggregate equity value of the Asset Sale
of $230 million. The Agreement further amends the LOI to provide
that any time after December 16, 2019, Wayland may provide notice
that it intends to commence discussions with respect to an
alternative transaction and the issuance of such notice shall
consequently trigger the obligation to pay the Fee.
Wayland intends to file a copy of the amended
and restated loan agreement together with the accompanying material
change report under Wayland’s corporate profile on SEDAR at
www.sedar.com.
About Wayland Group Wayland is
a vertically integrated cultivator and processor of cannabis. The
Company was founded in 2013 and is based in Oakville, Ontario,
Canada and Munich, Germany, with production facilities in Langton,
Ontario where it operates a cannabis cultivation, extraction,
formulation, and distribution business under federal licenses from
the Government of Canada. The Company also has production
operations in Dresden, Saxony, Germany, Regensdorf, Switzerland,
and Allesandria, Piedmont, Italy. Wayland will continue to pursue
new opportunities globally, including in Argentina and Colombia, in
its effort to enhance lives through cannabis.
Forward Looking Information
This news release includes forward-looking
information and statements, which may generally be identified by
the use of the words “proposed”, “expects”, “may” and “intends” and
variations or similar expressions which include, but are not
limited to, information and statements regarding or inferring the
future business, operations, financial performance, prospects, and
other plans, intentions, expectations, estimates, and beliefs of
the Company. Such statements include those relating to the terms
and completion or non-completion of the proposed transaction with
Cryptologic, the rate of interest applicable to the bridge loan
from time to time, the potential for discussions with other third
parties following December 16, 2019 and the potential
non-completion fee payable by Wayland in the event such discussions
occur. Forward-looking information and statements involve and are
subject to assumptions and known and unknown risks, uncertainties,
and other factors which may cause actual events, results,
performance, or achievements of the Company to be materially
different from future events, results, performance, and
achievements expressed or implied by forward-looking information
and statements herein. Such assumptions, risks, uncertainties and
other factors include, but are not limited to, that the proposed
transaction with Cryptologic will be completed on the timelines or
on the terms anticipated by the Company or at all such that no
increased interest or non-completion fee becomes payable, that the
Company will be able to deploy the funds received pursuant to the
loan in the manner, to the effect and on the timelines anticipated
and that the Company’s financial, operational and capital
requirements can be met in the manner and on the timelines
anticipated or at all. Although the Company believes that any
forward-looking information and statements herein are reasonable,
in light of the use of assumptions and the significant risks and
uncertainties inherent in such information and statements, there
can be no assurance that any such forward-looking information and
statements will prove to be accurate, and accordingly readers are
advised to rely on their own evaluation of such risks and
uncertainties and should not place undue reliance upon such
forward-looking information and statements. Any forward-looking
information and statements herein are made as of the date hereof,
and except as required by applicable laws, the Company assumes no
obligation and disclaims any intention to update or revise any
forward-looking information and statements herein or to update the
reasons that actual events or results could or do differ from those
projected in any forward looking information and statements herein,
whether as a result of new information, future events or
results, or otherwise, except as required by applicable laws.
The Canadian Securities Exchange has not reviewed, approved or
disapproved the content of this news release.
For more information about Wayland, please visit our website at
www.waylandgroup.com.
Contact Information:Investor
Relations IR@waylandgroup.com
Media Inquiries:
media@waylandgroup.com
Corporate Headquarters (Canada)Wayland Group
Corp. (Toronto)2381 Bristol Circle Door D, Suite 102 Oakville,
OntarioCanada L6H 5S9289-288-6274
European Headquarters (Germany)MaricannGmbHc/o
WaylandMoritzburger Weg 101561 Ebersbach, Germany
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