Investment in Nuuvera Corp

RNS Number : 6778Y

FastForward Innovations Limited

07 March 2017

 

7 March 2017

FastForward Innovations Ltd

("FastForward" or the "Company")

Investment in new medicinal marijuana company, Nuuvera Corp.

The Board of AIM-traded FastForward Innovations Limited, trading under the symbol FFWD, ("FastForward", the "Company" or "FFWD"), is pleased to announce that the Company has today subscribed C$3 million for an approximate 4.7 per cent. equity interest in Nuuvera Corp. ("Nuuvera"), a Canadian incorporated private company focused on medicinal marijuana opportunities (the "Subscription"). FFWD has subscribed as part of a C$43.65 million fundraise that Nuuvera has now closed (the "Nuuvera Funding").

Nuuvera is a newly incorporated Canadian company that has been incorporated to capitalize on the increasing global deregulation of medicinal marijuana, with a particular focus on opportunities in Canada.  The Nuuvera founders include JJR Private Capital Inc. Mr Lorne Abony, the Chief Executive Officer of FastForward, has joined the Board of Nuuvera. The proceeds of the Nuuvera Funding will be used to advance applications for licensed producer and licensed dealer licenses in Canada, possible acquisitions of strategic production licenses, development of distribution channels, brand development, and for working capital and general corporate purposes. Nuuvera also intends to seek to develop a state-of-the-art production facility in Canada and is in late stage discussions to receive a very significant government backed incentive program.  

Commenting on the investment Lorne Abony noted:

"We are delighted to complete our investment in Nuuvera.  There is a global secular trend toward the legalization of marijuana.  Like me, the whole Board believes recent deregulation of marijuana for medical use in Canada, and other jurisdictions, presents a huge market opportunity.  We are delighted that FFWD shareholders are able to participate in this exciting sector and believe that this investment will prove a huge success for the Company.  The founders of Nuuvera have put together an incredible team and I am delighted that I will also be joining the Board of Nuuvera.  Demand for the fundraising completed by Nuuvera has been unprecedented in my experience, and some of the biggest names in Canadian business, with huge success behind them, are shareholders of the company.  It is an enormous validation of the FFWD strategy and mission statement that we have invested C$3 million in this deal, providing UK investors with early market access to deals that would otherwise be closed to them."

Following the Subscription, other than funds retained for general working capital, the Company has now fully invested its available cash resources.  As previously announced by the Company, the Directors are working hard to realise exits for existing investments above cost over the next 12-18 months and provide the Company with additional cash resources to make further investments, including in the medical marijuana sector, or distributions in due course to FFWD shareholders. 

Related Party Transaction

Several of the Directors of the Company are interested in parties subscribing in the Nuuvera Funding on the same terms as the Company. In particular, Lorne Abony, Chief Executive Officer, is interested in investors subscribing for C$2 million of the Nuuvera Funding (for an approximate 3.1% interest); Galloway Limited, a company owned by a trust of which Jim Mellon, Co-Chairman, is a life tenant, has subscribed for C$1million (for an approximate 1.6% interest); and a company owned by a trust of which Stephen Dattels, Co-Chairman, is a potential beneficiary has invested C$500,000 (for an approximate 0.8% interest).

Whilst Lorne Abony is joining the Board of Nuuvera as a director, his remuneration for acting in this capacity will be recharged to Nuuvera by FFWD on a time allocation basis.

Accordingly, the Subscription is being treated as a Related Party Transaction under Rule 13 of the AIM Rules for Companies. Mr Ian Burns is the independent director of the Company for the purposes of the transaction (the "Independent Director").  The Independent Director confirms 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 Director noted that the terms of the investment by the Directors were the same as for the Company and other investors in the Nuuvera Placing.

Investment summary

The Company has subscribed for 3,000,000 Common Shares of Nuuvera ("Nuuvera Shares") at a price of C$1.00 per Nuuvera Share (the "Subscription"), for total cash consideration of C$3 million.  The Company has funded the Subscription from its existing cash resources. The terms of the Subscription are set out in a subscription agreement between Nuuvera and the Company (the "Subscription Agreement").  Under the terms of the Subscription Agreement, Nuuvera has given to the Company customary warranties regarding the business and affairs of Nuuvera.

About Nuuvera

Nuuvera was incorporated in February 2017.  As at the date of this announcement the company has not commenced trading or operations. Canada currently permit, on prescribed conditions, the possession and production of marihuana and other authorized derivative products by persons whom become licensed producers under the Access to Cannabis for Medical Purposes Regulations ("ACMPR") and the sale thereof by such licensed producers to, among others, clients who hold required medical documentation as set out in the ACMPR.

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

FastForward Innovations Limited [e-mail] Josh Epstein / Ian Burns

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

Optiva Securities Limited (Broker) [phone] Ed McDermott

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

 

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