TIDMSEED
Seed Innovations Limited
20 September 2021
Seed Innovations Ltd / AIM: SEED / Sector: Closed End
Investments
20 September 2021
SEED Innovations Limited ("SEED" or the "Company")
Investee Company Update: Yooma Wellness
SEED Innovations Ltd, the AIM quoted company investing in fast
growing and industry leading businesses with a focus on the medical
cannabis, health and wellness space, is pleased to note an
announcement by its portfolio company, Yooma Wellness Inc.
('Yooma').
Yooma has entered into definitive agreements to complete the
acquisition of Big Swig, Inc., a US based seller of sparkling water
beverages. In line with Yooma's stated strategic plan, adding the
Big Swig and Hard Swig brands to Yooma's expanding portfolio
increases Yooma's presence in retailers located in the United
States.
SEED has a holding of 4,427,609 ordinary shares in Yooma
representing approximately 4.5% of Yooma's issued share
capital.
The announcement by Yooma is set out below without material
changes or adjustments:
Acquisition of sparkling water brand Big Swig, Inc.
The acquisition of Big Swig's sparkling water beverage business
will add to the scope of Yooma's brands and
presence in the United States and create the opportunity for innovative new product offerings
Yooma Wellness Inc. (CSE:YOOM; AQSE:YOOM), a global vertically
integrated wellness platform that develops and markets a portfolio
of CBD and wellness brands, today announced that it has entered
into definitive agreements to complete the acquisition of Big Swig,
Inc. ("Big Swig"), a US-based seller of sparkling water
beverages.
The acquisition will increase Yooma's presence in retailers
located throughout the southern United States and add the Big Swig
and Hard Swig brands to Yooma's expanding portfolio, with
opportunities for the creation of exciting new product offerings in
the CBD and wellness space, and vertical integration with Yooma's
existing wellness platform.
Jordan Greenberg, CEO of Yooma, said: " This exciting
acquisition is the second step in the strategic plan we presented
to our investors at the time of our dual listing in London last
month. Big Swig will expand our footprint in the United States and
add a whole new line of product offerings to our platform, with the
potential for real cross-pollination with our CBD and wellness
brands and capabilities."
The transaction will be implemented through a merger (the
"Merger") between Big Swig and Yooma Acquisition II Inc., a
wholly-owned subsidiary of Yooma, under a merger agreement between
the three parties dated 20 September 2021. On completion of the
Merger, Big Swig will become a wholly-owned subsidiary of Yooma and
its former shareholders will exchange their shares for common
shares of Yooma.
The merger agreement values Big Swig at US$2,500,000, less
anticipated liabilities on closing of approximatelyUS$1,125,000
(including US$375,000 owing to Yooma for funds advanced in
anticipation of the transaction). The consideration to be paid by
Yooma on completion of the Merger will consist of up to 1,729,599
common shares of Yooma (the "Consideration Shares") at a price per
share of US$0.795 (CAD$ 1.01), subject to adjustment on closing
based on the debt and short-term working capital in Big Swig.
The Consideration Shares will be subject to a 24-month lock-up
period, with one quarter of the Consideration Shares releasing from
lock-up every six months. In addition, 10% of the Consideration
Shares will be subject to a 24-month escrow indemnity holdback,
which will allow them to be accessed to satisfy the indemnity
obligations of the parties under the Merger Agreement.
The Merger is presently scheduled to be completed between 27
September 2021 and 30 September 2021, subject to the satisfaction
of certain closing conditions which include: the representations
and warranties of the parties remaining accurate through to the
date of closing, the compliance of the parties in all material
respects with their obligations under the merger agreement, no
material adverse effect having occurred in either party, the
approval of the Big Swig shareholders to the Merger, Big Swig
maintaining agreed-upon levels of debt and short-term working
capital through to the closing date, and the delivery of ancillary
documents which include shareholder representation letters,
employment agreements, non-competition and non-solicitation
agreements and confidentiality agreements.
Yooma also announced today that the option it had granted to a
strategic investor to subscribe for up to 9,555,555 common shares
and 4,777,777 warrants for common shares of Yooma in connection
with its UK financing and dual-listing on the Aquis Stock Exchange
Growth Market has expired without being exercised. The option was
granted to provide time for the strategic investor to structure its
proposed holding structure for the investment, which the investor
was unable to complete within the agreed time frame.
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 and www.bigswigwater.com .
The directors of the Company accept responsibility for the
contents of this announcement.
***ENDS***
For further information on the Company please visit www.seedinnovations.co or contact:
Ed McDermott SEED Innovations Ltd Email: info@seedinnovations.co
/ Lance de Jersey
James Biddle Beaumont Cornish Limited, Tel: +44 (0) 207 628
/ Roland Cornish Nomad 3396
-------------------------- -----------------------------------
Isabella Pierre Shard Capital Partners T: +44 (0)20 7186 9927
/ Damon Heath LLP
-------------------------- -----------------------------------
Catherine Leftley St Brides Partners Email: info@stbridespartners.co.uk
/ Isabel de Salis Ltd,
Financial PR
-------------------------- -----------------------------------
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September 20, 2021 07:14 ET (11:14 GMT)
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