Wayland Group Corp.

CUSIP: 944204 and 566724100
CUSIP (warrants): 944204114 and 566724159
ISIN: CA5667241007

BACKGROUND

Wayland Group Corp. (“Wayland”) was a Canadian cannabis producer which at all times relevant to this action was in the process of expanding its main production facility in Langton, Ontario (the “Langton Facility”). This shareholder class action relates to Wayland conducting multiple offerings, thereby raising tens of millions of dollars from investors, and making alleged misrepresentations concerning:

1. How the proceeds from those public offerings would be used;
2. Regarding when each phase of the expansion of the Langton Facility would be completed and how much each phase would cost;
3. That the expansion of the Langton Facility was fully-funded from prior public offerings; and
4. About the increase in the pro forma output and revenues that would be achieved from the additional cannabis that would be produced beginning in 2019 as a result of the expansion of the Langton Facility.

The investors allege that in a series of storm-warning type public corrections, Wayland released information about its business, operations, and finances that conflicted with its prior statements. MNP LLP, the auditor, agreed and refused to “sign off” on Wayland’s F/2018 financial statements.

On May 4, 2019, Wayland’s securities in Canada were subject to a halt-trading order issued by the Securities Commission. The securities never traded again, and investors holding the shares suffered a complete loss.

On December 2, 2019 (the “Filing Date”), Wayland Group Corp. (“Wayland”), Maricann Inc. (“Maricann”), and Nanoleaf Technologies Inc. (“Nanoleaf”, and collectively with Wayland and Marican,n the “Companies” or the “Applicants”) applied for and received an order (the “Initial Order”) for protection pursuant to the Companies’ Creditors Arrangement Act (“CCAA”).

A Stay of Litigation was Ordered, and it expired on February 20, 2022. The parties, excluding Benjamin Ward, have entered into a proposed settlement, as described below and within the court documents available on this website and by contacting us.

The Causes of Action

Common law misrepresentations relating to the primary markets of when Maricann sold securities into the markets with the assistance of investment banks

Common law misrepresentations relating to the secondary markets of when Maricann/Wayland published news releases and quarterly reports containing misrepresentations

Part XXIII.1, s. 138.3 of the Ontario Securities Act, if s. 138.8 is granted against Wayland and the former directors and officers

NOTICE OF PROPOSED SETTLEMENT

WAYLAND GROUP CORP. SECURITIES CLASS ACTIONS

READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS. YOU MAY NEED TO TAKE PROMPT ACTION

This Notice is directed to all persons and entities, other than Excluded Persons^[1], wherever they may reside or be domiciled, who purchased or otherwise acquired common shares, units and warrants of Wayland Group Corp. and Maricann Group Corp. on or after December 13, 2017 and held some or all of said securities as of the close of trading on August 2, 2019 (the “Class” or “Class Members”).

PURPOSE OF THIS NOTICE

This Notice provides Class Members with information about the proposed settlement of three shareholder class actions that were commenced in the Ontario Superior Court of Justice (the “Court”): (i) Marco Stajic, Mordecai Bobrowsky and Kyle Yamamura v. Wayland Group Corp. and Benjamin Ward, Court File No. CV-21-00665194-00CP (the “Wayland Action”); (ii) Marko Stajic v. Scott Langille, Gerhard Muller, Paul Pathak, Eric Silver, Michael Stein and John Does 1-3, Court File No. CV-22-00687490-00CP (the “Stajic Action”); and (iii) Michaël Bordeleau-Tassile v. Canaccord Genuity Corp., and GMP Securities L.P., Court File No. CV-23-00693650-00CP (the “Bordeleau-Tassile Action” and collectively with the Wayland Action and the Stajic Action, the “Actions”).

BACKGROUND OF THE ACTIONS

The Actions raise similar allegations and are based on the same set of alleged facts and issues relating to Wayland’s business practices and public filings and statements. The Plaintiffs allege that the Defendants made misrepresentations or failed to disclose a material change or material fact concerning Wayland, its operations and/or financial status, including in connection with its production facility located in Langton, Ontario and/or its Chief Executive Officer, Benjamin Ward, during the period of December 13, 2017 to August 2, 2019. The Settling Defendants deny all such allegations. Copies of the Statements of Claims for each of the Actions, as well as other legal documents associated with the Actions, can be found in the Important Documents tab.

A proposed settlement of the Action, without an admission of liability on the part of the Defendants, was approved by the Honourable Justice Morgan on February 4, 2026.

A settlement approval hearing will be held on March 9, 2026 at 10:00am E.S.T. before the Court at which Class Counsel will seek the Court’s approval of (i) the Settlement Agreement; (ii) the fees and expense reimbursement requests of Class Counsel; and (iii) a plan of allocation and distribution of the Settlement Amount.

PROPOSED SETTLEMENT WITH SETTLING DEFENDANTS

The Plaintiffs in the Actions have entered into a proposed settlement with the Defendants in the Stajic Action, the Defendants in the Bordeleau-Tassile Action, and with the Defendant Wayland, through its Litigation Guardian, in the Wayland Action (together, the “Settling Defendants”). The proposed settlement does not include the defendant Benjamin Allan Ward (“Ward”). The Settlement Agreement, if approved and its conditions fulfilled, will settle, extinguish and bar all claims relating in any way to or arising out of the Actions (as against the Settling Defendants and proposed Releasees) or any allegation which could have been made in the Actions against the Settling Defendants.

The Settlement Agreement, if approved and its conditions fulfilled, provides that CAD $8 million (the “Settlement Amount”) shall be paid by the Settling Defendants, or their insurers and reinsurers, into an interest bearing account for the benefit of the Class until such time that it is distributed in accordance with a Court-approved Plan of Allocation. The Settlement Amount shall be inclusive of all interest, fees, taxes and disbursements claimed by the Class, including all legal fees and disbursements paid to, incurred by and to be incurred by Class Counsel to complete the settlement. The proposed settlement shall be in full and final settlement of all claims against the Settling Defendants in the Actions. The proposed settlement with the Settling Defendants is subject to court approval. The Settlement Agreement may be viewed at the Important Documents tab.

If the proposed settlement is approved by the Court: (i) the Stajic Action and Bordeleau-Tassile Action will be dismissed entirely on a without costs and with prejudice basis; and (ii) the Wayland Action will be dismissed against Wayland on a without costs and with prejudice basis, and will continue as against the remaining defendant in the Wayland Action, Benjamin Ward.

SETTLEMENT APPROVAL HEARING

The Settlement Approval Hearing will be held at the courthouse located at 130 Queen Street West, Toronto, Ontario, or virtually, on March 9, 2026, beginning at 10:00 a.m. EST.

At the Settlement Approval Hearing, the Court will determine whether the Settlement Amount and the Plan of Allocation are fair, reasonable, and in the best interests of the Class. At that hearing, Class Counsel will also seek court approval of its request for fees and expense reimbursement. As is customary in class actions, Class Counsel has prosecuted these Actions on a contingent fee basis.

QUESTIONS

Questions for the Class Members’ lawyers may be directed to:
Berger Montague (Canada) PC
330 Bay Street, Suite 505
Toronto, ON M5H 2S8
Tel: 647.576.7840
Email: info@bergermontague.ca

INTERPRETATION

If there is a conflict between the provisions of this Notice and the Settlement Agreement, the terms of the Settlement Agreement will prevail.

This notice has been approved by the Court. Questions about matters in this notice should be directed to Berger Montague (Canada) PC and NOT directed to the Court.

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[1]               “Excluded Persons” means each Settling Defendant, their respective family members, and any businesses in which they have a financial interest, and any investor who falls within the certified Class definition but who validly opts-out of the Actions.d’s securities on or after January 24, 2018 through April 23, 2019, and held some or all of those securities until after the release of at least one of the Public Corrective Disclosures.