YOOMA Wellness Inc. (“Yooma”) (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 completed the acquisition of Big Swig, Inc. (“Big Swig”), a US-based seller of sparkling water beverages.
The transaction was implemented through a merger (the “Merger”) between Big Swig and Yooma Acquisition II Inc. (“YAII”), a wholly-owned subsidiary of Yooma, under a merger agreement between the three parties dated September 20, 2021.
On completion of the Merger, Big Swig became a wholly-owned subsidiary of Yooma and its former shareholders exchanged their shares for common shares of Yooma.
The merger agreement valued Big Swig at US$2,500,000, less liabilities and a final working capital adjustment on closing totaling US$1,325,000 (including US$375,000 owing to Yooma for funds advanced in anticipation of the transaction).
The total consideration paid by Yooma on completion of the Merger has been satisfied by the issuance of 1,477,986 common shares of Yooma (the “Consideration Shares”) at a price per share of US$0.795 (CAD$ 1.01).
The Consideration Shares are 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 are subject to a 24-month escrow indemnity holdback, which allows them to be accessed to satisfy the indemnity obligations of the parties under the Merger Agreement.
Yooma also announced today that it has issued 22,815 common shares at a price of CAD$0.85 per share to a former board member in satisfaction of outstanding retainer fees for services provided earlier in the year, and 298,911 common shares at a deemed price of CAD$0.738 per share to its Chairman, Mr. Lorne Abony, in satisfaction of outstanding fees for services rendered in 2020 to the company under a consulting agreement, the terms of which are described in greater detail in the company’s management information circular dated December 29, 2020 available on the company’s profile at www.sedar.com.
These shares are subject to a standard four month plus one day hold period under applicable securities laws.
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.
