TIDMFFWD
RNS Number : 8034O
FastForward Innovations Limited
11 February 2021
FastForward Innovations Ltd / AIM: FFWD / Sector: Closed End
Investments
11 February 2021
FastForward Innovations Ltd ("FastForward" or, "FFWD")
Investee Company Update: Yooma Corp.
FastForward Innovations Ltd, the AIM quoted company focusing on
making investments in fast growing and industry leading businesses,
is pleased to confirm that Yooma Corp. ('Yooma'), in which it held
a 10.65% interest, has completed its reverse take-over of Globalive
Technology Inc. ('Globalive') by way of a statutory plan of
arrangement and the new combined company, Yooma Wellness, will
begin trading on the Canadian Securities Exchange ('CSE') today
under the ticker symbol 'YOOM'.
As a result, FastForward now holds 4,007,165 shares in Yooma
Wellness representing 8.95% of the enlarged issued share
capital.
Ed McDermott, CEO of FastForward, commented: "As the first of
four investee companies gearing up for a liquidity event, we are
delighted with this conclusion and are confident that the listing
will pave Yooma's way towards strengthening its global footprint.
We continue to monitor and work with our other investee companies,
with the aim of achieving similar outcomes in other
investments."
The announcement is set out below without material changes or
adjustments.
Yooma Wellness Completes Reverse Take-Over of Globalive
Technology and To List on the Canadian Securities Exchange
TORONTO, February 10, 2021 /CNW/ - Yooma Wellness Inc. ("Yooma
Wellness") is pleased to announce Yooma Corp. (a predecessor to
Yooma Wellness) ("Yooma") has completed its reverse take-over of
Globalive Technology Inc. ("GTI") by way of a statutory plan of
arrangement and Yooma Wellness will begin trading on the Canadian
Securities Exchange (the "CSE") on February 11, 2021 under the
ticker symbol 'YOOM'.
"I am extremely excited about the growth of Yooma Wellness
including our ecommerce sales channels in China" commented Lorne
Abony, Chairman of Yooma. "We believe that listing on the Canadian
Securities Exchange will provide the company with a platform for
future growth and expansion, not only in Asia but also in Europe
and North America, creating a preeminent global wellness
platform."
Details of the Arrangement
Yooma Wellness is the resulting issuer following the competition
of the previously announced arrangement of Yooma and GTI pursuant
to a statutory plan of arrangement under Section 182 of the
Business Corporations Act (Ontario) (the "Arrangement"), whereby,
subject to the terms and conditions of the arrangement agreement
dated December 16, 2020 between Yooma and GTI (the "Arrangement
Agreement"), GTI and Yooma were amalgamated and continued as one
corporation.
Under the terms of the Arrangement, among other things:
1. GTI completed a spin-out of its material assets and
liabilities (the "Legacy Assets"), other than certain cash required
to remain in the company under the Arrangement Agreement, to GT
Holdings Corp., a newly formed company related to GTI ("SpinCo"),
in consideration for non-voting common shares of SpinCo (the
"SpinCo Non-Voting Shares");
2. holders of the common shares of Yooma (the "Former Yooma
Shares") received 1.1186 common shares of Yooma Wellness (the
"Shares") for each Former Yooma Share held; and
3. holders of the common shares of GTI (the "GTI Shares")
received one Share and one SpinCo NonVoting Share for each GTI
Share held.
In connection with the Arrangement, the GTI Shares were delisted
from the TSX Venture Exchange at the close of trading on Tuesday,
February 9, 2021.
Directors and Officers of Yooma Wellness
Pursuant to the terms of the Arrangement, the newly appointed
directors of Yooma Wellness are Lorne Abony, Jordan Greenberg,
Anthony Lacavera, Michael Young and Antonio Costanzo. The officers
of Yooma Wellness are Ron Wardle (Chief Executive Officer) and Mr.
Greenberg (President, Chief Financial Officer and Corporate
Secretary).
About Yooma Wellness
Through its subsidiaries in China, Japan and the United States,
Yooma Wellness intends to leverage the success and experience of
its senior management and board of directors to build Yooma
Wellness' business into a global leader in the marketing,
distribution and sale of wellness products including hemp seed oil
and hemp-derived and cannabinoid (CBD) products through
strategically curated network of sales channels. Yooma Wellness has
assembled a strong international team of multicultural industry
professionals with extensive experience in digital marketing,
ecommerce and social media in EU, North America, and the pan-Asian
region with particular depth in the Chinese ecommerce market.
About SpinCo
Following completion of the Arrangement, SpinCo is an unlisted
reporting issuer in the provinces of Alberta, British Columbia and
Ontario. Globalive Capital Inc., the former controlling shareholder
of GTI, owns 100% of the voting shares of SpinCo and the former
shareholders of GTI own the SpinCo Non-Voting Shares.
SpinCo's only business is to own and ultimately realize on the
Legacy Assets. SpinCo's strategy to realize on the Legacy Assets
may include (i) selling certain Legacy Assets to third parties at
such times and at such prices as it considers prudent; or (ii)
authorizing liquidation events for certain Legacy Assets. Though
not presently contemplated or considered likely, it is possible
that SpinCo may raise new capital (a "New Financing") for the
purpose of making additional investments, including possible
participation in follow-on investment opportunities relating to the
Legacy Assets. Any cash, securities or other assets acquired by
SpinCo through the realization of the Legacy Assets, including
investments acquired by SpinCo through follow-on investment
opportunities funded by capital that is traceable to the Legacy
Assets (the "Spin-Out Realizations"), will be distributed from time
to time in the discretion of the board of directors of SpinCo (the
"SpinCo Board"), to the holders of the SpinCo Non-Voting Shares.
Cash, securities and other assets acquired by SpinCo through any
investment activity funded by a New Financing will not form part of
the Spin-Out Realizations and will be distributed in the discretion
of the SpinCo Board and in accordance with any arrangements entered
into by SpinCo in connection with any such New Financing. The
SpinCo Board will be under no obligation to sell any of the Legacy
Assets and will be responsible for determining if, and when, to
participate in any transaction with respect to the Legacy
Assets.
For further information on Yooma Wellness, please contact:
Jordan Greenberg
President and Chief Financial Officer, Yooma Wellness Inc.
jgreenberg@yooma.ca
The CSE has neither approved nor disapproved the contents of
this press release.
NEITHER THE CSE OR ITS MARKET REGULATOR (AS THAT TERM IS DEFINED
IN THE POLICIES OF THE CSE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY
OR ACCURACY OF THIS RELEASE.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION:
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation. All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. Forward-looking statements are necessarily based upon a
number of estimates and assumptions that, while considered
reasonable, are subject to known and unknown risks, uncertainties,
and other factors which may cause the actual results and future
events to differ materially from those expressed or implied by such
forward-looking statements. Such factors include, but are not
limited to: general business, economic, competitive, political and
social uncertainties. There can be no assurance that
forward-looking statements will prove to be accurate, as actual
results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not
place undue reliance on the forward-looking statements and
information contained in this news release. Except as required by
law, Yooma Wellness assumes no obligation to update the
forward-looking statements of beliefs, opinions, projections, or
other factors, should they change, except as required by law.
SOURCE Yooma Wellness Inc
S
For further information on the Company please visit www.fstfwd.co or contact:
Ed McDermott / Lance FastForward Innovations E: info@fstfwd.co
de Jersey Ltd
James Biddle / Roland Beaumont Cornish T: +44 (0)20 7628 3396
Cornish Limited,
Nomad
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Isabella Pierre / Damon Shard Capital Partners T: +44 (0)20 7186 9927
Heath LLP
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Isabel de Salis / Beth St Brides Partners E: info@stbridespartners.co.uk
Melluish Ltd,
Financial PR
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Notes
FastForward Innovations is an AIM quoted investment company
focused primarily on disruptive high growth life sciences and
technology businesses particularly within the medical cannabis
arena. The Company's strategy is to identify early-stage
opportunities that have an upcoming investment catalyst and grow
its portfolio in terms of value whilst limiting the number of
investee companies to a level where relevant time can be devoted to
each.
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END
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