£2 million investment in EMMAC Life Sciences

RNS Number : 2253S

FastForward Innovations Limited

07 March 2019

 

7 March 2019

FastForward Innovations Ltd

("FastForward", "FFWD" or the "Company")

 £2 million investment in EMMAC Life Sciences Limited, a European medical cannabis company

Second medical cannabis investment after successful Nuuvera Inc. investment in 2017

The Board of AIM-listed FastForward Innovations Limited, trading under the symbol FFWD, is pleased to announce that the Company has today subscribed for 6,666,667 new shares in EMMAC Life Sciences Limited ("EMMAC") at a price of £0.30 per share for total consideration of £2 million ("Subscription").

The Subscription, which is subject certain filings, was part of a £11 million funding round completed by EMMAC (the "2019 Funding Round"), bringing the total funds raised by EMMAC at £0.30 to £17 million in the previous 3 months (prior funds raised at £0.30 the "2018 Funding Round"). The £2 million investment gives the Company an approximate 2.6% interest in the issued shares of EMMAC. The regulatory filings, which are a condition of completion, are expected to be completed within the next 7 days and a further announcement by FastForward will be made in due course to confirm completion of the investment.

The investment by FastForward is part of an over-subscribed placing, with participation from high net-worth and institutional investors in Europe, North America and Australia, including high-profile cannabis focused funds, industry partners and venture capital investors with a track-record investing in early stage cannabis companies.

Investment Highlights

Ø   EMMAC is a European independent medical cannabis company and is led by Chief Executive Officer Antonio Costanzo, the former Head of International Development of Nuuvera Inc., a Canadian cannabis company acquired by Aphria Inc. in March 2018. EMMAC's scientific team is led by Chief Scientific Officer Ms Barbara Pacchetti. Ms Pacchetti has over 20 years' experience in the pharmaceutical and nutraceutical space in Europe.

Ø   EMMAC has a partnership agreement with Imperial College, London, on a research collaboration to investigate mechanisms of action of cannabis-based medicinal products related to several clinical applications including pain and cancer, as well as characterising cannabis-based medicinal products in disease models with particular focus of chronic pain, spasticity and cancer.

Ø   EMMAC has recently completed the acquisitions of Medalchemy SA, a technology based research and manufacturing company with GMP-certified laboratory facilities in Alicante, Spain, and the "Blossom" brand of CBD / Wellness products in Switzerland. In addition, EMMAC has been issued with a Letter of Intent from Malta Enterprise with regards to the construction of a GMP-certified laboratory facility in Malta licensed for importation, exportation, research, manufacturing and distribution of medical cannabis in Malta.

Ø   Proceeds from the 2019 Funding Round are to be used to complete further strategic acquisitions. The Company will make further announcements in this regard in due course as and when EMMAC closes relevant acquisitions, investments and/or joint venture partnerships.

Further details regarding EMMAC and its business and operations are available at its website www.emmac.com.

Commenting on the Subscription Lorne Abony, FastForward's Chief Executive Officer, noted:

"The £2 million invested in EMMAC is FastForward's second investment in a medical cannabis company in the last 18 months. As a Guernsey regulated fund, and investment company listed on AIM, great care is taken to ensure all stakeholders are happy with the timing of an investment, its size, and of course the quality and stage of development of the investee. With an investment in medical cannabis, these considerations are even more important and legal advice in multiple jurisdictions is required (significantly increasing the cost, complexity, and time to execution for any investment by the Company). It is not easy and very few companies fit the criteria - as demonstrated by the fact that this is only the second medical cannabis investment by FFWD (despite the Company looking extensively for suitable opportunities over the last 18 months), and the fact that no other AIM company has completed investments in the sector during this period.

I and my fellow Directors believe EMMAC has the potential to realise its vision to be the largest independent integrated medical cannabis company in Europe. It has an excellent management team - one of the best in the industry anywhere globally. Its scientific team and focus is perfectly aligned with the Company's investment philosophy with investments be at the very cutting edge of new and innovative developments in life science, health and technology."

Related Party Transaction

Mr Ed McDermott, a Director of the Company, was a co-founder of EMMAC. Early stage investors in EMMAC included Mr Jim Mellon and Mr Lorne Abony, Directors of the Company. In addition, Mr Mellon was an investor in the 2018 Funding Round (investing £600,000) bringing the total invested by Directors to £1.1 million. Mr McDermott is an executive director of EMMAC. Mr Mellon and Mr Abony have no consulting, management or day-to-day involvement in the operations and affairs of EMMAC.

Prior to completion of the 2019 Funding Round, Mr McDermott, Mr Mellon and Mr Abony were interested in the shares of EMMAC as set out below:

Name	Number of EMMAC Shares	% interest in issued shares of EMMAC prior to 2019 Funding Round	% interest in issued of EMMAC following completion of 2019 Funding Round
Ed McDermott	11,500,000	5.2%	4.5%
Lorne Abony*	19,500,000	8.9%	7.6%
Jim Mellon	21,000,000	9.5%	8.2%

* Mr Abony holds his shares directly or indirectly through Abony Enterprises LP

Due to the interests of Mr McDermott, Mr Abony and Mr Mellon in EMMAC the Subscription is a Related Party Transaction under Rule 13 of the AIM Rules for Companies. Mr Ian Burns and Mr Lance De Jersey have no interest of any nature in the issued shares of EMMAC and are the independent directors for the purposes of the proposed Subscription (the "Independent Directors"). 

Accordingly, the Independent Directors confirm that, having consulted with the Company's Nominated Adviser, the terms of the Subscription are fair and reasonable insofar as the Company's shareholders are concerned.  In particular the Independent Directors obtained an independent valuation in relation to EMMAC that supported the valuation paid by the Company; and also noted the independence and high quality of the fellow investors in the 2019 Funding Round (including a number of arm's length high profile investors and established institutions with a track record investing in cannabis internationally).

About EMMAC

EMMAC Life Sciences PLC is the European medical cannabis company, working to join together the latest science and research with cutting-edge cultivation, extraction and production. With supply and distribution partnerships throughout Europe, EMMAC is working to establish itself as both a thought leader in the industry, as well as the European leader in the production and supply of medical cannabis, hemp and other derivative products.

As at 31 December 2018 EMMAC had Gross Assets of £3.45 million and for the year ended 31 December 2018 reported a loss of £399,000.  For further information on EMMAC and its business, operations and investments, as well as its management team, please visit its website at www.emmac.com.

Miscellaneous

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.

For further information on the Company and its investments please visit www.fstfwd.co or contact:

FastForward Innovations Limited [e-mail] Lance De Jersey/Chris Bougourd

Beaumont Cornish Limited (Nomad) [phone] James Biddle/ Roland Cornish

Optiva Securities Limited (Broker) [phone] Graham Dickson

For further information please visit www.fstfwd.co or contact:

CAUTIONARY STATEMENT

The AIM Market of London Stock Exchange plc does not accept responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. All statements, other than statements of historical fact, in this news release are forward-looking statements that involve various risks and uncertainties, including, without limitation, statements regarding potential values, the future plans and objectives of FastForward Innovations Ltd. There can be no assurance that such statements will prove to be accurate, achievable or recognisable in the near term.

Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice. Fast Forward Innovations assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

 

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