Market Update

RNS Number : 9587W

FastForward Innovations Limited

20 November 2017

 

20 November 2017

FastForward Innovations Ltd

("FastForward" or the "Company")

Market Update

Nuuvera targeting IPO on TSX-V in December 2017; IPO fundraise at C$2.50 per subscription receipt (subject to listing)

Offer for Company's interest in Leap Gaming

Intensity doses new patient; preliminary findings that tumor shrank

Ahead of release of its half year figures on 28 December 2017, the Company is pleased to provide shareholders with the following update in relation to its investee company portfolio:

Nuuvera Inc. ("Nuuvera")

Further to FastForward's announcement on 9 October 2017, the Company notes the recent announcement by Mira IX Acquisition Corp. ("Mira") (TSXV:MIA.P) confirming that it has entered into a definitive agreement dated November 17, 2017 (the "Amalgamation Agreement") with Nuuvera Corp. ("Nuuvera") and Mira's wholly-owned subsidiary, Mira IX Subco Inc. ("Mira Subco"), pursuant to which Mira Subco will amalgamate with Nuuvera (the "Amalgamation") to complete Mira's qualifying transaction (the "Transaction") in accordance with the policies of the TSX Venture Exchange (the "TSXV"). The Amalgamation is structured as a three-cornered amalgamation and as a result the amalgamated corporation ("Amalco") will become a wholly-owned subsidiary of Mira at the time of the completion of the Amalgamation. Upon completion of the Amalgamation, it is intended that Mira will be known as "Nuuvera Corp." (the "Resulting Issuer") and Amalco will be known as "Nuuvera Holdings Ltd.". The Amalgamation Agreement will be made available on SEDAR at www.sedar.com. Nuuvera and Mira anticipate closing the Transaction in late December, 2017. The Transaction is subject to the receipt of all necessary regulatory and shareholder approvals as well as the satisfaction of conditions to closing as set out in the Amalgamation Agreement.

About Nuuvera

Nuuvera is engaged in the testing, formulation, production, extraction and sale of medicinal cannabis products in Canada and is pursuing opportunities in various other legal international jurisdictions (excluding the United States). In particular:

-         Nuuvera holds an indirect 51% interest in ARA-Avanti Rx Analytics Inc. ("Avanti"). Avanti is a Health Canada Good Manufacturing Practices ("GMP"), Office of Controlled Substances and Natural Health Products approved organization, which offers a comprehensive array of services in the field of controlled drugs and substances. Avanti holds a Dealer Licence for the entire spectrum of cannabis and cannabinoid controlled substances.  Permitted activities under this licence include possession, production, packaging, sale and delivery of these controlled substances.  Avanti also possesses a drug establishment licence under the Food and Drug Regulations (Canada), which evidences its GMP status.

-         Avalon Pharmaceuticals Inc. ("Avalon"), an indirect, wholly-owned subsidiary of Nuuvera, is a late stage Licensed Producer applicant under the Access to Cannabis for Medical Purposes Regulations. Health Canada has granted Avalon permission to proceed with the construction of its cultivation facility located in Brampton, Ontario and Avalon anticipates completion and full production in Q2 2018.

-         Nuuvera has also entered into a strategic partnership with Aphria Inc. ("Aphria") which includes a cannabis supply agreement for Nuuvera to purchase up to 1,500 kg of cannabis, growing to 5,000 kg when Aphria completes its phase III expansion, then to 17,000 kg when Aphria completes its phase IV expansion in 2018, until Nuuvera's own greenhouse facility is complete, as well as an outsourced 1 million square foot "contract grow" facility to be built and operated by Aphria in Leamington, Ontario.

Subject to the satisfaction of the applicable conditions, Nuuvera intends to complete a private placement (the "Private Placement") of 8,000,000 subscription receipts (the "Subscription Receipts") at a price of $2.50 per Subscription Receipt for aggregate gross proceeds of $20,000,000 (the "Offering"). Each Subscription Receipt is exchangeable for one common share of Nuuvera (a "Nuuvera Common Share"), without any additional payment or any further action on the part of the holder, and will ultimately entitle the holder thereof to one Resulting Issuer Common Share (as such term is defined below), upon completion of the Amalgamation. GMP Securities L.P., as lead agent, and Clarus Securities Inc. and Canaccord Genuity Corp. acting as agents in connection with the Private Placement.

Following the fundraise, and subject to completion of the Amalgamation, Nuuvera will have approximately C$45,000,000 of funds available to it. The Amalgamation is conditional on obtaining all necessary regulatory, the satisfaction of other conditions customary for a transaction of this type is subject to the approval of the sole shareholder of Mira Subco and the shareholders of Nuuvera.

FastForward has a holding of 4.45% in Nuuvera and the proposed Private Placement at C$2.50 per Subscription Receipt represents a significant premium to the C$1.00 price per share at which the Company invested in March 2017. Should the Amalgamation proceed it is expected that FastForward would be subject to a holding period of up to 12 months on 90% of its investment.

A copy of the full announcement by Mira and Nuuvera is available at https://globenewswire.com/news-release/2017/10/06/1142453/0/en/Nuuvera-Corp-and-Mira-IX-Acquisition-Corp-Announce-Going-Public-Qualifying-Transaction.html 

Frallis LLC ("Leap Gaming")

The Company has been in recent negotiations with a well-known gaming industry operator with regards to the sale of some or all of its 41.15% interest in Frallis LLC (trading as "Leap Gaming"). The Company has received an initial offer of US$4.9 million for its entire interest in Frallis LLC. Negotiations are on-going. The Company has an approximate 41.15 per cent. interest (on a fully diluted basis) in the issued shares of Leap Gaming (acquired between April-June 2016 for total consideration of US$3.5 million), making it the largest shareholder of the company.

Intensity Therapeutics Inc. ("Intensity")

In Q3 2017 one new patient participated in Intensity's on-going trial.  There have been no dose limiting side effects to date. Preliminary indication is that the patient's injected tumor shrank. Intensity has reported to shareholders that this preliminary tumor regression finding is encouraging. The regulatory agencies mandated treatment at a low drug dose, low concentration (within the tumor) and minimal dosing frequency. 

Market Abuse Regulations

The Directors of the Company consider each of the transactions above to be at an advanced stage of negotiation, and to be material to the business, trading and operations of the Company, constituting price sensitive inside information for the purposes of Market Abuse Regulation (EU) No. 596/2014.

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

FastForward  Innovations Limited [e-mail] Josh Epstein / 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 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.

 

END

 

 

MSCOKKDPCBDKQDB