Investee Company Update: Yooma Corp.

RNS Number : 9051Z

FastForward Innovations Limited

23 September 2020

 

FastForward Innovations Ltd / AIM: FFWD / Sector: Closed End Investments

23 September 2020

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, notes the update from TSXV traded Globalive Technology Inc. ('Globalive') regarding FFWD's investee company, Yooma Corp. ('Yooma'), in which it holds a 10.65% interest. The revised transaction between Yooma and Globalive as further detailed below is not expected to impact on the economic terms of FFWD's holding in the enlarged entity post completion of the transaction (please refer back to the Company's announcement of 14 July 2020 for this analysis).

The announcement is set out below without material changes or adjustments.

Globalive Technology to Pursue Two-Party Reverse Takeover Transaction with Yooma Corp.

Globalive Technology today announced the termination of its letter agreement with Socati Corp. in respect of a potential reverse takeover transaction with that company, and amendments to its letter agreement with Yooma Corp. to pursue their reverse takeover as a two-party transaction alone.

TORONTO, Sept. 22, 2020 (GLOBE NEWSWIRE) -- Globalive Technology Inc. (TSX-V: LIVE) (the "Company"), a technology company based in Toronto, Ontario, today announced changes to its proposed reverse takeover transactions with Socati Corp. ("Socati") and Yooma Corp. ("Yooma") under letter agreements with each of those parties dated June 3, 2020 (the "Socati Letter") and July 13, 2020 (the "Yooma Letter"), respectively. Those transactions and the letter agreements are described in greater detail in the Company's press releases dated June 4, 2020 and July 13, 2020.

"We have been working diligently with Socati and Yooma to advance our previously announced business combination and have made substantial progress towards completing due diligence and negotiating definitive agreements," said Anthony Lacavera, the Company's Chief Executive Officer. "After discussions with our transaction partners, however, we agree that it is in everyone's best interest to focus on completing the reverse takeover between Globalive Technology and Yooma as soon as possible." He noted that a subsequent business combination with Socati is one of several options that could continue to be explored once the transaction with Yooma is complete.

The Socati Letter has been terminated, effective today.

The Yooma Letter has also been amended, effective today, to remove any conditions or other terms relating to Socati's participation in the transaction contemplated by that letter (the "Transaction"). The other legal, business and economic terms of the Transaction, described in the Company's press release dated July 13, 2020, have not been changed.

The Company will disclose additional information relating to the Transaction as soon as it becomes available, including any consequential amendments required to the Transaction structure, additional financial information relating to Yooma, the backgrounds of any person who may constitute an insider of the resulting issuer of the Transaction (the "Resulting Issuer"), and any other relevant information.

The Yooma Letter is binding on the Company and Yooma, however, the parties are continuing to negotiate the more detailed, definitive agreements that will govern the Transaction. In the course of negotiations, material terms pertaining to the Transaction, including its structure, timing, the consideration payable by each party, any concurrent financing, closing conditions and other matters may be added, amended or removed with the mutual agreement of the Parties. The Company will provide an update on any material terms not already disclosed as soon as reasonably possible once that information becomes available.

Completion of the Transaction is subject to a number of conditions precedent, including those generally described in the Company's press release on July 13, 2020 except that they no longer include any conditions relating to Socati. If the conditions precedent cannot be satisfied or (if applicable) waived, the Transaction will not close. There can be no assurance that the Transaction will be completed as proposed or at all. 

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the Company's securities in anticipation of the Transaction should be considered highly speculative.

The TSX Venture Exchange has not considered or made any determination on the merits of the proposed Transaction and has neither approved nor disapproved of the contents of this press release.

About Globalive Technology Inc.

Globalive Technology is a next generation software company and venture partner developing innovative solutions to disrupt traditional industries by leveraging artificial intelligence and machine learning technology stacks. Globalive Technology is controlled by Globalive Capital Inc., which has founded and co-founded 12 businesses over the past 20 years with six successful exits ranging from US$10M to US$1.3B. It has also made over 100 venture investments and has over 45 technology companies in its portfolio. For more information, visit  www.globalivetech.com .

About Yooma Corp.

Through its wholly-owned subsidiary, Entertainment Direct Asia Ltd (EDA) and EDA-owned entities based in China and Japan, Yooma intends to leverage the success and experience of its senior management to build Yooma's business into one of Asia's leading cannabinoid (CBD) products social commerce companies through the distribution and sale of CBD beauty and skincare products via a strategically curated network of sales channels. Yooma has assembled a strong international team of multicultural industry professionals with extensive experience in digital, ecommerce and social media in the pan-Asian region with particular depth in the Chinese ecommerce market.

ENDS

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

Ed McDermott / Lance de Jersey	FastForward Innovations Ltd	Email: [e-mail]
James Biddle / Roland Cornish	Beaumont Cornish Limited, Nomad	Tel: [phone]
Isabella Pierre / Damon Heath	Shard Capital Partners LLP	Tel: [phone]
Isabel De Salis / Beth Melluish	St Brides Partners Ltd, Financial PR	Tel: [phone]

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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