Update on Nuuverra Investment

RNS Number : 9999S

FastForward Innovations Limited

09 October 2017

 

9 October 2017

FastForward Innovations Limited

("FastForward"")

Nuuverra announces proposed Qualifying Transaction

FastForward is pleased to announce that investee company Nuuverra Corp ("Nuuverra" 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 4.45%, has reported that it entered into into a letter of intent dated October 6, 2017 with Mira IX Acquisition Corp. ("Mira IX") (TSXV: MIA.P) to complete a going-public transaction in Canada.("Proposed Transaction")

Mira IX intends that the Proposed Transaction will constitute its "Qualifying Transaction" under Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV").

If the Proposed Transaction is completed, it is anticipated that the board of directors of the Resulting Issuer will consist of 5 directors (the "New Directors"), each of whom will be nominated by Nuuvera, and the executive officers of the Resulting Issuer will be appointed by the New Directors.  The New Directors will be put forth and nominated at a meeting of Mira IX's shareholders to be held prior to the completion of the Proposed Transaction.

In conjunction with, and prior to the closing of the Proposed Transaction, Nuuvera intends to complete a brokered private placement of subscription receipts for gross proceeds of not less than $20 million, with an option to be granted to the agents to increase the size of the private placement by up to 15% (the "Private Placement"). It is expected that each subscription receipt will be automatically exchanged for one common share of Nuuvera immediately prior to the completion of the Proposed Transaction and upon the satisfaction of specified escrow release conditions, including the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the Resulting Issuer.

Pursuant to the Proposed Transaction it is intended that: (i) the outstanding common shares of Mira IX will be consolidated on the basis of a consolidation ratio to be determined based on the per share price of the Private Placement (the "Consolidation"); and (ii) the holders of Nuuvera shares (including those investors in the Private Placement) will receive one common share of the Resulting Issuer in exchange for each outstanding Nuuvera common share (on a post-Consolidation basis). The outstanding options of Mira IX will be adjusted accordingly to reflect the Consolidation. Following the completion of the Proposed Transaction, the securityholders of Nuuvera (including those investors under the Private Placement) will hold a significant majority of the outstanding common shares of the Resulting Issuer.

A comprehensive press release with further particulars relating to the Proposed Transaction and the Resulting Issuer will follow in accordance with the policies of the TSXV.

Completion of the Proposed Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence; execution of a definitive agreement in respect of the Proposed Transaction; receipt of regulatory approvals; acceptance of the Proposed Transaction as Mira IX's Qualifying Transaction by the TSXV; receipt of approval for the listing of the common shares of the Resulting Issuer; completion of the Private Placement; shareholders of Nuuvera approving the Proposed Transaction and such other matters necessary to complete the Proposed Transaction; and shareholders of Mira IX approving certain matters ancillary to the Proposed Transaction, including the appointment of the New Directors, subject to the completion of the Proposed Transaction. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.

Lorne Abony, Chief Executive Officer of FastForward, said, "Today's announcment is another  major step forward in the  development of Nuuverra to be the  leading Canadian producer with one of the lowest cost production facilities in Canada".

About MIRA IX

Mira IX is a capital pool company governed by the policies of the TSXV. The principal business of Mira IX is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction 

MIRA IX's announcement may be viewed on the following link:

https://globenewswire.com/news-release/2017/10/06/1142453/0/en/Nuuvera-Corp-and-Mira-IX-Acquisition-Corp-Announce-Going-Public-Qualifying-Transaction.html

About Nuuvera Corp.

The principal business of Nuuvera is to identify and evaluate businesses and assets with a view to acquire entities currently licensed for and engaged in the production, extraction and sale of medicinal cannabis products. Nuuvera carries on its business through its subsidiaries, ARA-Avanti Rx Analytics Inc. ("Avanti"), of which Nuuvera indirectly holds 51%, and Avalon Pharmaceuticals Inc. ("Avalon"), an indirect wholly-owned subsidiary of Nuuvera. Avanti is a "Licensed Dealer" as defined pursuant to the Narcotic Control Regulations and holds an establishment license evidencing its facilities compliance with Health Canada's Good Manufacturing Practices requirements. The business of Avanti is the extraction, testing and analysis of cannabis and cannabis derivative products on behalf of Licensed Producers and other authorized individuals under the Narcotic Control Regulations and the Access to Cannabis for Medical Purposes Regulations. Avanti does not grow, distribute, nor sell/commercialize cannabis. In addition, Avanti offers a comprehensive menu of services in respect of controlled substances beyond cannabis including analytical research and development and quality control, waste management, as well as quality assurance and regulatory consulting. Avalon has not yet carried on any operations but has been advised that Health Canada has completed its paper based review of Avalon's pending application to become a "Licensed Producer" under the Access to Cannabis for Medical Purposes Regulations. Accordingly, Health Canada has granted Avalon permission to proceed with the construction of its cultivation facility located in Brampton, Ontario.  Avalon is in negotiations regarding the build-out of its facility. Nuuvera has also entered into a global strategic partnership with Aphria Inc. and Nuuvera is currently exploring additional cannabis related opportunities outside of Canada.

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 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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