Investee Company update: Nuuverra transaction

RNS Number : 7170A

FastForward Innovations Limited

02 January 2018

 

2 January 2018

FastForward Innovations Limited

("FastForward"")

Investee Company Update: Nuuverra announces completion of Qualifying Transaction and C$20 million equity financing

FastForward is pleased to announce that investee company Nuuvera Corp ("Nuuvera" or "the Company"), a privately held company formed to capitalize on the global secular trend towards the legalization of cannabis, in which FastForward has a holding of 3.75%, has announced the completion of the previously announced qualifying transaction (the "Transaction") under the policies of the TSX Venture Exchange (the "TSXV") as well as the completion of the previously announced C$20 million financing at a price of C$2.50 per Share. In connection with the Transaction, Nuuvera Holdings Limited (formerly Nuuvera Corp.) amalgamated with Mira IX Subco Inc. The amalgamated entity (named Nuuvera Holdings Limited) ("Amalco") is a wholly-owned subsidiary of Nuuvera. In relation to the Escrow Agreement as further detailed below, FFWD has agreed to have its holding placed in escrow, whereby 10% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the Transaction, with the balance to be released in two equal tranches of 45% after six and twelve months thereafter.Nuuvera has received conditional approval for the Transaction from the TSXV and Nuuvera's common shares are expected to commence trading on the TSXV under the symbol "NUU" on or about January 8, 2018. Accordingly, the Nuuvera announcement is set out below:

As previously announced, Nuuvera Holdings Limited completed a brokered private placement of subscription receipts for gross proceeds C$20 million led by GMP Securities L.P. and including Clarus Securities Inc. and Canaccord Genuity Corp. (the "Financing"). In connection with the completion of the Transaction, each subscription receipt was automatically exchanged for one common share of Nuuvera Holdings Limited. The holders of Nuuvera Holdings Limited shares (including those investors in the Financing) received a common share of Nuuvera (a "Nuuvera Share") in exchange for each outstanding Nuuvera Holdings Limited common share.

Following the completion of the Transaction, the former shareholders of Nuuvera Holdings Limited (including those investors under the Financing) hold a significant majority of the outstanding Nuuvera Shares. There are currently 79,930,000 Nuuvera Shares outstanding following completion of the Transaction and Financing. For additional information about Nuuvera and the Transaction, please refer to the filing statement dated December 14, 2017 (the "Filing Statement") which has been filed on Nuuvera's profile on SEDAR (www.sedar.com).

Pursuant to the terms of a value security escrow agreement dated December 29, 2017 among Nuuvera, TSX Trust Company, as escrow agent, and certain securityholders of Nuuvera (the "Escrow Agreement"), an aggregate of 31,190,000 Nuuvera Shares and 4,947,500 options to purchase Nuuvera Shares ("Nuuvera Options") have been placed in escrow, whereby 25% of such securities will be released immediately upon the issuance of the TSXV bulletin evidencing final acceptance of the Transaction, with the balance to be released in three equal tranches of 25% every six months thereafter. The number of Nuuvera Shares that are subject to the Escrow Agreement is 1,080,000 less than what was disclosed in the Filing Statement as the securities purchased under the Financing are exempt from the escrow requirements in accordance with the policies of the TSXV. In addition, 39,990,000 Nuuvera Shares and 450,000 Nuuvera Options are subject to a hold period in accordance with the policies of TSXV, whereby 20% of such securities will be released upon closing of the Transaction, with the balance to be released in four equal tranches of 20% every month thereafter.

Lorne Abony, President, Chief Executive Officer and a director of Nuuvera and a director of FastForward beneficially owns or controls 7,360,000 Nuuvera Shares and options to purchase 2,849,915 Nuuvera Shares representing an aggregate of approximately 11.55% of the outstanding Nuuvera Shares on a fully-diluted basis. Ronald Schmeichel, chairman of the board of directors of Nuuvera, beneficially owns or controls 11,989,000 Nuuvera Shares and options to purchase 987,500 Nuuvera Shares representing an aggregate of approximately 14.69% of the outstanding Nuuvera Shares on a fully-diluted basis. Immediately prior to completion of the Transaction, Mr. Schmeichel held 588,000 shares and 37,500 options to purchase shares of Mira IX Acquisition Corp (on a post-consolidation basis) representing an aggregate of approximately 76% of the outstanding shares of Mira IX Acquisition Corp. immediately prior to the Transaction.  Early warning reports will be filed by Ronald Schmeichel and Lorne Abony in accordance with applicable securities laws. To obtain a copy of the early warning reports, please contact Mr. Schmeichel or Mr. Abony c/o Nuuvera Inc., 135 Devon Road, Unit 11, Brampton, Ontario L6T 5A4, Telephone: [phone]

About Nuuvera

Nuuvera is a global cannabis company founded on Canadian principles, and built with the whole world in mind. Nuuvera is currently working with partners in Germany, Israel and Italy, and is exploring opportunities in several other countries, to develop commercial production and global distribution of medical grade cannabis in legalized markets. Through its subsidiaries, ARA - Avanti Rx Analytics Inc. and Avalon Pharmaceutical Inc., Nuuvera holds a Dealer License (GMP) under the Narcotic Control Regulations and Office of Controlled Substances. Nuuvera is currently in the final stages of the Health Canada review process to become a Licensed Producer of medical marijuana under the ACMPR, and has recently received its "letter to build" approval.

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

FastForward  Innovations Limited [e-mail]   Sue Saunders/ Ian Burns

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

Optiva Securities Limited (Broker) Tel: [phone] Ed McDermott

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 recognizable 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. FastForward Innovations assumes no obligation to update forward-looking statements should circumstances or management's estimates or opinions change.

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

 

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