The TSX Venture Exchange has accepted for filing documentation with respect to a non-brokered private placement of $1.9-million, announced on Dec. 30, 2019, and evidenced by a convertible security financing agreement dated Dec. 29, 2019, between James E. Wagner Cultivation Corp. and an arm's-length lender, Lind Global Macro Fund LP.

The agreement includes a conversion feature as more particularly described below.

Convertible debentures:  $2-million principal amount ($1.9-million of which is convertible into common shares)

Conversion price:  $1.9-million convertible into common shares at 25 cents per share until maturity

Maturity date:  Jan. 10, 2022

Interest rate:  effective interest rate capped at 24 per cent per year

Warrants:  4,000,640 common share purchase warrants to purchase 4,000,640 common shares

Warrant exercise price:  33.79 cents until Jan. 10, 2022

Number of placees:  one placee

For further details, please refer to the company's news releases dated Dec. 30, 2019, and Jan. 10, 2020.