Mr. Jordan Greenberg of Cryptologic reports
CRYPTOLOGIC ANNOUNCES SIGNING OF AMENDED BRIDGE LOAN AGREEMENT WITH WAYLAND GROUP
Maricann Inc., a subsidiary of Wayland Group Corp., and Cryptologic have entered into an amended and restated loan agreement, effective as of Sept. 17, 2019, that provides for additional bridge loans from Cryptologic to Maricann. 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 Sept. 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 Aug. 2, 2019, pursuant to which Cryptologic intends to purchase the Canadian business of Wayland, including a partially complete cannabis cultivation and processing facility in Langton, Ont., which holds European Union good manufacturing practice certification.
The agreement provides for, amongst other things, the payment by Maricann to Cryptologic of a non-completion fee up to an amount equal to 5 per cent of the deemed aggregate equity value of the asset purchase. Wayland would be required to pay the fee in the event that the asset purchase 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-per-cent 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 alternative transaction or $11.5-million if it is not, which is the maximum amount permitted under the agreement based on 5 per cent of the deemed aggregate equity value of the asset purchase of $230-million. The agreement further amends the LOI to extend the exclusivity period to Dec. 16, 2019, to provide adequate time for all regulatory approvals, including approval by the company's shareholders. Upon the expiry of the exclusivity period, 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.
Cryptologic also announces the resignation of Gino DeMichele from the company's board of directors. Mr. DeMichele's resignation comes after his acceptance of a new position and the resulting lack of available time to serve on the board.
"I plan to continue as a supportive and collaborative shareholder of Cryptologic," commented Mr. DeMichele. The company would like to thank Mr. DeMichele for his valuable contribution and years of service.
About Cryptologic Corp.
Cryptologic currently a cryptocurrency mining company that is focused on divesting its crypto mining assets and exploring an acquisition opportunity in the cannabis industry.
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