FastForward Inn Ltd - Investee Company Update: Cryptologic Corp
("FastForward" or "FFWD")
Investee Company Update: Cryptologic Corp. signs non-binding letter of intent to purchase the Canadian cannabis business of Wayland Group
The supply of cannabis to recreational markets contemplated in the announcement below is not in line with FastForward's investment strategy and would, due to legislative and regulatory differences between the
The Cryptologic announcement is set out below without material changes or adjustments.
Cryptologic Corp. Announces Proposed Acquisition of Canadian Assets of Wayland Group
Proposed Acquisition Transaction
Consideration for the proposed acquisition is expected to be satisfied through the issuance of approximately 57,500,000 common shares of Cryptologic at a deemed issue price of
It is expected that, prior to closing, Cryptologic will sell the business and assets comprising its existing cryptocurrency mining and other operations and that, subject to and following closing of the acquisition transaction, it will be a single-purpose cannabis company. The value of the consideration shares to be issued assumes that the Company will have, as of closing, cash on hand of not less than
It is expected that, subject to and following closing of the proposed transaction, the Company will be led by a management team including
"The recent improvement in market conditions for crypto assets has allowed Cryptologic to improve its cash position. Based on future uncertainly faced by crypto miners, management believes this is an optimal time to divest its crypto assets and complete a pivot of the business into the cannabis sector", said
"The Company has undertaken initiatives over the past year to improve its balance sheet and streamline its capital structure, which, along with a healthy cash balance, renders Cryptologic well-positioned to complete this acquisition. I look forward to working with Matthew and his team at Wayland and maximizing value for all of our stakeholders", added
The structure of the proposed acquisition transaction will be determined by the Company and Wayland in conjunction with their respective advisors, taking into account all applicable corporate, regulatory and securities law considerations, with a view to completing the proposed transaction in the most expedient and tax efficient manner as is reasonably practicable.
Completion of the proposed transaction is subject to a number of conditions, including, without limitation, the completion of satisfactory due diligence by the Company and Wayland, the negotiation and entering into of a satisfactory definitive agreement and transaction structure, receipt of applicable securityholder approvals by Cryptologic and Wayland in accordance with applicable securities laws and stock exchange rules and securityholder documents to which they are party, together with any other applicable third party and regulatory consents and approvals, the completion of the sale by Cryptologic of its existing businesses and the availability of the minimum
financial advisors, and other customary conditions to closing a transaction of this nature.
In connection with the proposed transaction, the Company has committed to provide Wayland with a
For information or interview please contact:
Jordan Greenberg Chief Financial Officer (647) 715-3707
About Cryptologic Corp.
Cryptologic Corp., currently a cryptocurrency mining company that is focused on divesting of its crypto mining assets and exploring acquisition opportunities in sectors outside of crytocurrency mining.
About Wayland Group
Wayland is a vertically integrated cultivator and processor of cannabis. The Company was founded in 2013 and is based in
Cautionary Note Regarding Forward-Looking Information
This news release includes forward-looking information and statements, which may generally be identified by the use of the words "will", "intention", "expects", "is expected to", "subject to", "anticipates" and variations or similar expressions and which include, but are not limited to, information and statements regarding or inferring the future business, operations, financial performance, prospects, and other plans, intentions, expectations, estimates, and beliefs of the Company. Such statements include those relating to the terms of the proposed acquisition transaction with Wayland, the value of Wayland's Canadian business, the value of the consideration to be paid by Cryptologic in connection the proposed acquisition, the sale by Cryptologic of its existing business and the divesting of its crypto mining assets and pursuit of acquisition opportunities in sectors outside of cryptocurrency mining, the establishment and maintenance of the required minimum
Forward-looking information and statements involve and are subject to assumptions and known and unknown risks, uncertainties, and other factors which may cause actual events, results, performance, or achievements of the Company to be materially different from future events, results, performance, and achievements expressed or implied by forward-looking information and statements herein. Such assumptions, risks, uncertainties and other factors include, but are not limited to, that any definitive transaction agreement will be entered into in connection with the potential acquisition of Wayland's Canadian business, that the potential transaction with Wayland will be completed on the terms and timelines anticipated by the Company or at all, that definitive agreement is successfully negotiated and entered into, that all conditions to closing outlined in any such definitive agreement are satisfied and/or waived on the terms and timelines anticipated by the Company or at all, that all necessary third party, regulatory, stock exchange, securityholder and other consents and approvals will be received in connection with the proposed transactions on the timelines anticipated or at all, that all other conditions to closing will be satisfied in the manner and on the timelines anticipated or at all, that the sale of Cryptologic's existing business and its establishment as a single-purpose cannabis company will proceed on the timelines and terms anticipated or at all and that it will establish and maintain the required minimum
Although the Company believes that any forward-looking information and statements herein are reasonable, in light of the use of assumptions and the significant risks and uncertainties inherent in such information and statements, there can be no assurance that any such forward-looking information and statements will prove to be accurate, and accordingly readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance upon such forward- looking information and statements. In particular, the completion of the proposed transaction with Wayland is subject to the satisfaction of a number of conditions and uncertainties (including those noted above) and the Company can offer no assurance that the proposed transaction will be completed on the terms, conditions and timelines anticipated by the Company or at all. Any forward-looking information and statements herein are made as of the date hereof, and except as required by applicable laws, the Company assumes no obligation and disclaims any intention to update or revise any forward-looking information and statements herein or to update the reasons that actual events or results could or do differ from those projected in any forward looking information and statements herein, whether as a result of new information, future events or results, or otherwise, except as required by applicable laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the content of this news release.
The AIM Market of
Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of management on the dates they are made and are expressly qualified in their entirety by this notice.
For further information on the Company please visit www.fstfwd.co or contact:
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Email: [email protected]
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Tel: +44 (0) 207 628 3396
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Tel: +44 (0) 203 411 1881
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Tel: +44 (0)207 236 1177
This information is provided by RNS, the news service of the
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