TORONTO, Ontario, March 15, 2022 – MJardin Group, Inc. (CSE: MJAR) (the “Company” or “MJardin”) a leader in premium cannabis producer, announces today announces that PricewaterhouseCoopers Inc. (“PwC”) as court-appointed receiver and manager (the “Receiver”) of all of the assets, properties, and undertakings of Bridging Finance Inc. (“BFI”), Bridging Income Fund LP and certain related entities and investment funds (collectively, “Bridging”), today on behalf of BFI in its capacity as agent (the “Agent”) of Bridging Income Fund LP and the related investment funds acting as lender (collectively, the “Lenders”) pursuant to the Company’s credit agreements dated June 13, 2018 and December 29, 2017 (as amended, supplemented or otherwise modified from time to time, collectively the “Credit Agreement”), provided the Company with notice of default under the Credit Agreement, and certain guarantees related to the Credit Agreement issued by the Company, and demand for immediate payment of the amount of $177,393,579.38 plus any additional interest, fees and expenses (the “Demand Notice”). The Receiver concurrently provided the Company with a Notice of Intention to Enforce Security under section 244 of the Bankruptcy and Insolvency Act (Canada) (the “BIA Notice”). The Receiver will not have the right to enforce its security over the Company and its assets until the expiry of the 10-day period after the BIA Notice was sent unless the Company consents to an earlier enforcement.
The Company is reviewing the Demand Notice and BIA Notice and evaluating its options and will continue to work co-operatively with its major lender towards reaching a mutually acceptable solution to continue as a going concern for the benefit of all stakeholders. At present, there can be no assurance as to what, if any, alternatives might be pursued by the Company and there can be no assurance that the Company will reach any solution with the Company’s lender, or as to the terms of any such solution, if achieved. Holders of the Company’s shares may face a loss of their investment as a result of a failure to reach a solution with the lender or as a result of a failure to reach a solution that includes holders of shares. The Company’s secured and unsecured creditors may face a loss of amounts outstanding as a result of a failure to reach a solution with the lender, or as a result of a failure to reach a solution that includes secured and unsecured creditors.
About MJardin Group
MJardin’s mission is to set the standard for successful ownership of assets in the cannabis industry. MJardin owns multiple operations in Canada, supplying the market with premium products. MJardin is publicly listed on the CSE (MJAR) and headquartered in Toronto, Ontario.
The CSE has not in any way passed upon the merits of and has neither approved nor disapproved the contents of this news release.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation and may also contain statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Such forward-looking information and forward-looking statements are not representative of historical facts or information or current condition, but instead represent only the Company’s beliefs regarding future events, plans or objectives, many of which, by their nature, are inherently uncertain and outside of the Company’s control. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as, ‘may’, ‘will’, ‘should’, ‘could’, ‘would’, ‘expects’, ‘intends’, ‘plans’, ‘anticipates’, ‘believes’, ‘estimates’, ‘projects’, ‘predicts’, ‘potential’, ‘outlook’ or ‘continue’ or the negative of those forms or other comparable terms. Statements about, among other things, future developments in the business and operations of MJardin Group, the timeline of the SISP, and statements regarding the potential, timing, and examples of any strategic alternatives, contain forward-looking information. These statements should not be read as guarantees of future performance or results. The Company’s forward-looking information and forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information and forward-looking statements, including but not limited to: our ability to identify and pursue growth, financing and other strategic objectives, and the regulatory and economic environments in the jurisdictions we operate or intend to operate or invest in. Reference should also be made to the risks and uncertainties which are discussed in greater detail in the “Risk Factors” section of the Company’s Annual Management’s Discussion and Analysis filed on SEDAR and as described from time to time in documents filed by the Company with Canadian securities regulatory authorities. Readers are cautioned that the foregoing list of factors is not exhaustive. Although such statements are based on management’s reasonable assumptions at the date such statements are made, there can be no assurance that any proposed transactions will occur or that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information and forward-looking statements. Accordingly, readers should not place undue reliance on the forward-looking information and forward-looking statements. No assurances are given as to the future trading price or trading volumes of MJardin Group’s shares, nor as to the Company’s financial performance in future financial periods. The Company does not intend to update any of these factors or to publicly announce the result of any revisions to any of the Company’s forward-looking information and forward-looking statements contained herein, whether as a result of new
information, any future event or otherwise. Except as otherwise indicated, this press release speaks as of the date hereof. The distribution of this press release does not imply that there has been no change in the affairs of the Company after the date hereof or create any duty or commitment to update or supplement any information provided in this press release or otherwise. MJardin Group assumes no responsibility to update or revise forward-looking information and forward-looking statements to reflect new events or circumstances unless required by applicable law.
Caution Regarding Cannabis Operations in the United States
Investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the United States. Cannabis remains a Schedule I drug under the US Controlled Substances Act, making it illegal under federal law in the United States to, among other things, cultivate, distribute or possess cannabis in the United States. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the United States may form the basis for prosecution under applicable US federal money laundering legislation.
While the approach to enforcement of such laws by the federal government in the United States has trended toward non-enforcement against individuals and businesses that comply with medical or adult-use cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve the Company of liability under US federal law, nor will it provide a defense to any federal proceeding which may be brought against the Company. The enforcement of federal laws in the United States is a significant risk to the business of the Company and any proceedings brought against the Company thereunder may adversely affect the Company’s operations and financial performance.
Investor Contact
Anthony Dutton
Interim Chief Executive Officer
anthony.dutton@mjardin.com