Wayland Group (CSE:WAYL) (FRANKFURT: 75M) (OTCQB:MRRCF) (“Wayland”
or the “Company”) is pleased to announce that the Company has
completed a transaction relating to the sale of a 49.9% interest in
Maricann B.V. (“Wayland International”), to ICC International
Cannabis Corp. (CSE:WRLD.u) (FW8:8K51) (OTC:KNHBF) (“ICC”) pursuant
to the terms of an amended and restated transaction agreement and
related subscription agreement. Wayland now beneficially owns
approximately 246,614,000 shares of ICC representing approximately
37% of the outstanding ICC shares following closing on a fully
diluted basis.
Under the terms of the agreement, ICC is
expected to subsequently acquire a 49.9% interest in the balance of
Wayland’s international portfolio of assets and, upon completion of
that acquisition, Wayland would beneficially own an aggregate of
300,000,000 ICC shares, representing an ownership interest in ICC
of approximately 41.7%. Wayland intends to distribute ICC shares to
its shareholders following completion of these transactions and
upon receipt of any applicable approvals required to distribute
these shares on a tax effective basis.
In connection with the transaction, ICC has
purchased $6,357,836.91 of infrastructure and equipment from
Wayland and agreed to make a cash contribution of $10 million to
the capital of Wayland International. ICC has also indicated that
it will make advances of a further $15 million in connection with
Wayland’s joint venture Demecan GmbH relating to the three lots of
production awarded to the joint venture in Germany by the Federal
Institute for Drugs and Medical Devices (BfArM). ICC’s
contributions and advances will not increase its pro rata interest
in Wayland International.
Wayland and ICC have entered into an investor
rights agreement providing for certain customary rights in favour
of Wayland with respect to its interest in ICC, including the right
to nominate one member of ICC’s six-person board of directors.
Wayland retains the right to appoint the board of directors and
management of Wayland International. ICC and Wayland have also
agreed to discuss in good faith the entering into of a supply and
distribution agreement with respect to the potential supply of
EU-GMP certified cannabis by Wayland to ICC.
Wayland’s previously announced strategic review
continues to explore options to maximize the value of Wayland’s
international and Canadian businesses for the benefit of its
shareholders and other stakeholders, and such options may include
transactions with other third parties.
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, and
assets in Colombia and Argentina. Wayland will continue to pursue
new opportunities globally, including in the United Kingdom, 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 “will”, “pursuing”, “would”, “is expected to”,
“explore”, “intends”, “may” and variations or similar expressions
and 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 acquisition of additional
international assets of Wayland by ICC, the size of Wayland’s
ownership interest in ICC, the making of the additional
contribution and advances of funds by ICC, the distribution of some
or all of the ICC shares beneficially owned by Wayland to Wayland’s
shareholders, Wayland’s entering into of a supply agreement with
ICC and the terms thereof, and the status and potential outcomes of
the Company’s strategic review (including with respect to its
international and Canadian businesses). 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 acquisition of additional assets will
be completed on the terms and timelines anticipated by the Company
or at all, that the value of the ICC common shares received by the
Company in connection with the transaction will not decrease in
value, that the contribution and advances of funds by ICC will
occur on the timelines, in the amounts and on the terms anticipated
by Wayland and that such contribution and advances will not
increase ICC’s pro rata interest in Wayland International, that
Wayland will be able to complete the distribution of some or all of
the ICC shares to its shareholders on the terms and timelines
anticipated or at all, the performance by ICC of its obligations
under the investor rights agreement in the manner anticipated, the
ability of Wayland to continue to appoint the board of directors
and management of Wayland International in the manner anticipated,
that a satisfactory supply and distribution agreement will be
negotiated and entered into by Wayland and certain matters relating
to the conduct and outcome of the Company’s ongoing strategic
review. 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, including that any other potential
transaction will be identified and/or consummated pursuant to the
strategic review. 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
RelationsIR@waylandgroup.com
Media Inquiries:
media@waylandgroup.com
Corporate Headquarters (Canada)Wayland Group
Corp.2381 Bristol CircleDoor D, Suite 102Oakville,
OntarioCanada L6H 5S9289-288-6274
European Headquarters (Germany)Wayland
(Deutschland) GmbHc/o WaylandMax Joseph Str. 780333 Munich
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