Wayland Group Closes Transaction with ICC International Cannabis Corp.

TORONTO, May 29, 2019 (GLOBE NEWSWIRE) -- Wayland Group (CSE:WAYL) (75M.F) (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. (WRLD-U.CN) (8K51.F) (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.