Seed Innov Regulatory News (SEED)

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Seed Innovations Ltd / AIM: SEED / Sector: Closed End Investments

27 July 2021

SEED Innovations Limited ("SEED" or the "Company") 

Investee Company Update: Yooma Wellness

SEED Innovations Limited, the AIM quoted company focusing on making investments in fast growing and industry leading businesses with a focus on investing within the medical cannabis, health and wellness space, is pleased to note the announcement by its portfolio company, Yooma Wellness Inc. ('Yooma'), in which it holds a 5.1% interest, that it has secured subscriptions for its latest financing round of US$9.7 million* and will submit an application for admission of its common shares to trading on the AQSE Growth Market.

* Conditional upon admission to trading on the AQSE Growth Market

The announcement by Yooma is set out below without material changes or adjustments:

TORONTO, July 26, 2021 /PRNewswire/ - Yooma Wellness Inc. ("Yooma" or the "Company") (CSE: YOOM), a global vertically integrated wellness platform that develops and markets a portfolio of CBD and wellness brands, is pleased to announce it has secured subscriptions for its latest financing round and will submit an application for the admission of its common shares to trading on the U.K.'s AQSE Growth Market ("AQSE"). The financing is expected to be completed and trading to commence on August 10, 2021, at which time Yooma's shares, which are already listed on the Canadian Securities Exchange, will be dual-listed on the AQSE. 

Yooma, together with its European deal coordinator, Chrystal Capital Partners LLP, has raised gross proceeds of US$9.7 million, or approximately GBP £7.1 million, through the placing of 13,504,301 Common Shares ("Placing Shares"), at a price of C$0.90 (£0.5232) per share (the "Placing Price"). Investors have also been granted a half warrant for each Placing Share subscribed for ("Warrants") with each Warrant exercisable at a price of C$1.35 (£0.7849) per Common Share, and which expire on the third anniversary of listing on the AQSE. In aggregate Yooma has granted investors a total of 6,752,139 Warrants.

Yooma has also granted a single strategic investor ("Strategic Investor") an option ("Option") to acquire 9,555,555 Common Shares at the Placing Price, that will raise an additional £5 million gross proceeds for the Company if exercised, which would bring the total amount raised in the financing to US$16.6 million (£12.1 million). Subject to exercise of the Option, the Strategic Investor will be granted 4,777,777 Warrants on the same basis as the other investors. The Option has been granted to September 17, 2021, due to delays in the Strategic Investor setting up its proposed holding structure for the investment. The Company is however satisfied that due diligence has been completed by such party and the additional time will allow administrative arrangements to be completed prior to an investment of £5 million.

In connection with the financing, Yooma will also pay aggregate cash commissions of US$236,724 and grant 219,189 non-transferrable warrants to certain eligible persons who provided finance and investor introduction services in connection with the financing, with an exercise price of C$0.90 per share and a term of two years from the date of listing on the AQSE. 

"We are pleased to be announcing this financing, including the addition of many UK and European based shareholders, which will allow Yooma to continue its rapid growth through strategic acquisitions," said Lorne Abony, Chairman of Yooma. "Once the Option has been exercised the financing will be oversubscribed, which will accelerate Yooma's growth and quest to become a global leader in the CBD and wellness space."

Yooma has also announced the appointment of Simon Dryan to the board of directors. Mr. Dryan will join as an independent non-executive director and brings over 35 years of UK industry experience in investment banking and other financial-related industries. Mr. Dryan was previously the head of the equity division at Rock Investments, a large U.K. investment fund. He also has over 25 years of experience in global equity markets, spending time as the Director of European Equities at Merrill Lynch, as well as holding positions at Smith NewCourt and Lehman Brothers. 

Certain directors of Yooma will acquire Common Shares and Warrants in the financing. Such participation will be considered a "related party transaction" for the purposes of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a), as the aggregate fair market value of the consideration for the related party transaction, insofar as it involves interested parties, does not exceed 25% of the issuer's market capitalization. The Company did not file a material change report in respect of the financing 21 days before the anticipated completion of the financing, which the Company deems reasonable in the circumstances in order to complete the financing expeditiously and concurrently with the Company's anticipated listing on the AQSE. 

About Yooma Wellness Inc.Yooma's mission is to build a vertically-integrated global leader in the manufacturing, marketing, distribution, and sale of wellness products including hemp seed oil and hemp-derived and cannabinoid (CBD) ingredients. The company leverages strategically curated sales channels and ecommerce networks to deliver a diverse mix of wellness products through operating subsidiaries in the United States, United Kingdom, France and Japan. Learn more at www.yooma.ca.

Media Contact:Michael BancroftEmail: michaelbancroft@globalive.com

Issuer Contact:Jordan Greenberg Email: jgreenberg@yooma.ca

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

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Notes

SEED 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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