FFWD.L Regulatory News (FFWD)

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

14 July 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, is pleased to note 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. As set out below, Yooma has signed a binding letter of intent (the "LOI") with Globalive to complete a reverse take-over pursuant to which Globalive will acquire all of the issued and outstanding securities of Yooma in exchange for common shares of Globalive (the "Yooma Transaction"). The Yooma Transaction remains subject to material conditions outlined below and is contemplated to complete contemporaneously with Globalive's proposed acquisition of a CBD ingredient wholesaler, Socati Corp. (https://socati.com/). It is expected that FFWD's former Chairman Lorne Abony will remain on the Board of the Enlarged Group following completion.

Ed McDermott, CEO of FastForward, commented, "Should the transaction complete, FFWD's interest will be valued at approximately $2,662,386 compared to the $2,332,000 implied valuation on 18 May 2020 when we invested $1m into Yooma which followed the write down of our original investment in Entertainment Direct Asia, Yooma's wholly owned subsidiary. Through its acquisition of Yooma and Socati, Globalive is looking to build a robust and substantial cannabinoid wellness business and we are very excited by the prospect of the deal both commercially and the resulting increase in liquidity it would give our portfolio in line with our stated strategy. We look forward to providing further updates."

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

Globalive Technology Announces Agreement with Yooma Corp. to Complete a Reverse Takeover Transaction Concurrently with Previously Announced Transaction with Socati Corp.

Globalive Technology today announced that it has signed a binding letter agreement to complete a reverse takeover transaction with Yooma Corp., an Asia-focused social commerce company with operations in China and Japan to complement the recently announced transaction with vertically-integrated Socati Corp.

TORONTO, July 13, 2020 /CNW/ - Globalive Technology Inc. (TSXV: LIVE) (the "Company"), a technology company based in Toronto, Ontario, announced today that it has signed a binding letter of intent (the "LOI") with Yooma Corp. ("Yooma") dated July 13, 2020 to complete an arm's length reverse take-over pursuant to which the Company will acquire all of the issued and outstanding securities of Yooma in exchange for common shares of the Company (the "Yooma Transaction"). The Yooma Transaction and the previously announced transaction (the "Socati RTO", or together with the Yooma Transaction, the "Transaction") with Socati Corp. ("Socati") are expected to close contemporaneously with the resulting issuer (the "Resulting Issuer") continuing under such name as Socati may reasonably determine, subject to the satisfaction and/or waiver of all required conditions precedent, including consents and approvals from regulators and shareholders.

About Yooma

Yooma is a private corporation, incorporated under the laws of the Province of Ontario in 2019, with its corporate headquarters in Toronto, Ontario. Through its wholly-owned subsidiary, Entertainment Direct Asia Ltd. ("EDA"), and EDA-owned entities based in China and Japan, management of Yooma intends to leverage the success and experience of its senior managers 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 marketing, ecommerce and social media in the pan-Asian region, with particular depth in the Chinese ecommerce market having launched in excess of 100 brands in China over the past eight years. Yooma recently raised US$5.1 million through a financing completed in May 2020 at a price of US$0.65 per share (the "May Financing").

The Transaction

Subject to regulatory and shareholder approval, and the satisfaction of other conditions precedent, the Company intends to acquire all of the issued and outstanding securities of Yooma (collectively, the "Yooma Securities") from the holders of the Yooma Securities (collectively, the "Yooma Securityholders") for aggregate consideration of approximately US$25 million. The consideration will be paid by issuing common shares of the Company to the Yooma Securityholders at a price per share (the "Share Price") calculated by dividing the value of all assets remaining in the Company on closing (including cash and cash-equivalents), plus US$500,000, by the number of issued and outstanding common shares of the Company, on a fully-diluted basis, on the date of the closing. The Company estimates that it will hold cash and cash equivalents of no less than US$4,500 000 by the closing date of the Transaction.

The terms of the Yooma Transaction contemplate that, with the exception of cash and cash-equivalents, the Company's existing business, assets and liabilities, including its technology venture subsidiaries and their intellectual property, its interest in Flexiti Financial Inc. and its affiliates and some or all of its technology investments will, subject to regulatory and shareholder approval, be transferred to a third-party that is to be determined, with the value of such assets captured or distributed to the shareholders of the Company immediately prior to the Transaction (the "Spin-Off").

The Company and Socati will rationalize their equity incentive plans, any equity incentives issued under such plans and all other outstanding convertible securities to create one or more post-Transaction equity incentive plans in the Resulting Issuer to properly incentivize management, directors and key employees.

The Yooma Transaction is subject to conditions precedent (the "Conditions") substantively similar to those provided for in the Socati RTO, including but not limited to: (i) the Company continuing to be listed on the TSX Venture Exchange (the "Exchange"); (ii) director and shareholder approval for both Yooma and the Company; (iii) receipt of any necessary Exchange, regulatory and third-party approvals or consents; (iv) no material adverse change in either the Company or Yooma between the date of the LOI and the closing of the Yooma Transaction; (v) the Company holding cash and cash-equivalents of no less than US$4,500,000 on closing of the Yooma Transaction; (vi) completion of the pre-closing matters described above, (vii) the completion of the Socati RTO; (viii) the completion of the Spin-Off on terms satisfactory to the parties, acting reasonably; and (ix) other conditions typical for a transaction of this nature.

No insider of the Company, or any of their associates or affiliates, has any material interest, direct or indirect, in the Yooma Transaction other than in connection with the entitlement of such insiders who are shareholders of the Company to receive shares of the Resulting Issuer on the same basis as other shareholders of the Company, and Mr. Lacavera as a potential director of the Resulting Issuer. No finder fee will be paid in connection with the Yooma Transaction.

Yooma Financing

Prior to completion of the Yooma Transaction, Yooma may seek to complete a private placement at the same valuation as the May Financing (the "Yooma Financing"), the net proceeds of which, if any, will increase the valuation of Yooma (on a dollar for dollar basis) for the purposes of the Transaction. The Yooma Financing, to the extent it is completed, would be in addition to the proposed private placement of subscription receipts by Socati referenced in the Company's press released dated June 4, 2020 (the "June 4 Release").

Sponsorship

Sponsorship of the Transaction is required by the policies of the Exchange unless an exemption is granted by the Exchange. The Company intends to apply for an exemption from the sponsorship requirement in accordance with Exchange policy, however, there can be no assurance that the Exchange will grant such an exemption.

Proposed Management and Board of Directors of the Resulting Issuer

Upon completion of the Transaction, it is anticipated that certain of Yooma's current executive and management teams will be integrated with the proposed management and board of directors of the Resulting Issuer, as described in the June 4 Release.

Additional Information

A copy of the LOI with more detailed information about the Yooma Transaction is available for review on the Company's SEDAR page at www.sedar.com. The Company will disclose additional information relating to the Yooma Transaction, the Socati RTO, the Spin-Off and related matters as soon as they becomes available, including additional financial information relating to Yooma, the backgrounds of any other person who may constitute an insider of the Resulting Issuer, and any other relevant information.

The LOI is binding on the parties, however, the parties are continuing to negotiate the more detailed, definitive agreements that will govern the Yooma Transaction, the Spin-Off and related matters. In the course of those negotiations, material terms pertaining to the Yooma Transaction, including its structure, timing, the consideration payable for the Yooma Securities, the calculation of the Share Price, the Yooma Financing, closing conditions and other matters may be added, amended or removed. 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 Yooma Transaction is subject to a number of conditions precedent, including the Conditions described above. If the conditions precedent cannot be satisfied or (if applicable) waived, the Yooma Transaction will not close. There can be no assurance that the Yooma Transaction will be completed as proposed or at all. Completion of the Yooma Transaction is not a condition of the Socati RTO.

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 Exchange has not considered or made any determination on the merits of the proposed Yooma Transaction or the Socati RTO 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, 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 marketing, 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:

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.