Yooma Wellness Completes Acquisition of Big Swig, Inc.
TORONTO, Oct 01, 2021 (GLOBE NEWSWIRE) – Yooma Wellness Inc. (“Yooma“) (CSE: YOOM, AQSE: YOOM), a Toronto-based vertically integrated global wellness platform that develops and markets a portfolio of wellness brands, today announced that it has completed the acquisition of Big Swig, Inc. (“Big sip“), a United States-based sparkling water beverage vendor.
The operation was carried out by way of merger (the “Merger“) between Big Swig and Yooma Acquisition II Inc. (“YAII“), a wholly-owned subsidiary of Yooma, as part of a merger agreement between the three parties dated September 20, 2021. Following the Merger, Big Swig became a wholly-owned subsidiary of Yooma and its former shareholders exchanged their shares for common shares Yooma shares.
The merger deal valued Big Swig at $ 2,500,000, less debts and a final closing working capital adjustment totaling $ 1,325,000 (of which $ 375,000 owed to Yooma for funds advanced in anticipation of the transaction. ). The total consideration paid by Yooma upon completion of the Merger was settled by the issuance of 1,477,986 common shares of Yooma (the “Counterpart actions”) At a price per share of US $ 0.795 (CA $ 1.01).
The Remuneration Shares are subject to a blocking period of 24 months, one quarter of the Remuneration Shares being released from the block every 6 months. In addition, 10% of the Compensation Shares are subject to a 24-month withholding of compensation, which allows access to them to meet the compensation obligations of the parties under the Merger Agreement.
Yooma also announced today that it has issued 22,815 common shares at a price of C $ 0.85 per share to a former board member in settlement of unpaid fees for services provided earlier in the year, and 298,911 common shares at a deemed price of CA $ 0.738 per unit to its President, Mr. Lorne Abony, in settlement of unpaid fees for services rendered in 2020 to the company under an advisory contract, the terms of which are more fully described in the Company’s Management Information Circular dated December 29, 2020 available on the Company Profile at www.sedar.com. These shares are subject to a standard hold period of four months plus one day under applicable securities laws.
About Yooma Bien-être Inc.
Yooma’s mission is to create a vertically integrated global leader in the manufacture, marketing, distribution and sale of wellness products, including hemp seed oil and ingredients derived from hemp and cannabinoids (CBD ). The company leverages strategically organized sales channels and e-commerce networks to deliver a diverse range of wellness products through operating subsidiaries in the United States, United Kingdom, France and in Japan. Learn more at www.yooma.ca.
Jordan Greenberg, CEO
Email: [email protected]
Notice Regarding Forward-Looking Statements
All information included in this press release, including any information regarding future financial or operational performance and other statements by Yooma that express management’s expectations or estimates regarding future performance or activities, other than statements historical facts, constitute forward-looking or forward-looking information. forward-looking statements (collectively, “forward-looking statements”) within the meaning of applicable securities laws and are based on expectations, estimates and projections as of the date hereof. Forward-looking statements are included for the purpose of providing information about management’s current expectations and plans for the future. Whenever possible, words such as “will”, “intention”, “believe”, “the future”, “the potential”, “the plan”, “subject to” or the negative of these words, or other variations thereof, have been used to identify such forward-looking information. Specific forward-looking statements include, without limitation, any disclosure regarding future operating results, economic conditions and expected action plans, including statements regarding the release of counterparty shares from lockup.
There are many risks and uncertainties that may affect forward-looking statements, including, but not limited to, regulatory risk in each jurisdiction in which Yooma operates or intends to operate; the uncertainties, effects and responses to the COVID-19 pandemic; use of licenses; competetion; dependence on senior management and key personnel; general corporate risk and liability; regulation of the CBD industry; changes in laws, regulations and guidelines; in accordance with the laws; limited operating history; advertising or unfavorable consumer perception; product liability, intellectual property risks; Product recalls; difficulties with forecasts; growth management; litigation; the possibilities that the parties may agree to modify or waive contractual unavailability periods; and other matters beyond Yooma’s control. Although the forward-looking statements contained herein reflect the current beliefs of management and reasonable assumptions based on information available to management at the date hereof, Yooma cannot be certain that actual results will be consistent with such forward-looking information. . Yooma cautions you not to place undue reliance on these forward-looking statements. Yooma disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Nothing herein should be construed as an offer to sell or a solicitation to buy or sell any securities of Yooma.