REG - Seed Innovations Ltd - Investee Company Update: Northern Leaf

Seed InnovationsAnnouncement

13/03/2024 14:30

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RNS Number : 7431G  Seed Innovations Limited  13 March 2024

13 March 2024

SEED Innovations Limited

("SEED" or the "Company")

Investee Company Update: Northern Leaf

 

SEED Innovations Ltd, the AIM-quoted investment company providing shareholders
with exposure to early-stage health, wellness, and medical cannabis companies
to which in normal circumstances they have limited access to, notes that its
portfolio company, Northern Leaf plc ("Northern Leaf"), a Jersey based medical
cannabis producer, has announced the signing of binding heads of terms for an
all-share merger with Voyager Life plc ("Voyager"), a Scottish health and
wellness group formulating, manufacturing and supplying high-quality
Cannabidiol, hemp seed oil and hemp-related products.

 

The Company owns 1,236,331 ordinary shares in Northern Leaf
representing c.0.55% of Northern Leaf's issued share capital. As at the last
balance sheet date, the Company's interest in Northern Leaf was valued at
£444,000 (as at 30/9/2023), subsequently revalued to £13,000 per the
Company's RNS of 22 December 2023.  Based on the terms of the merger as
outlined below, SEED would carry its interest in Voyager at c.£5,000 based on
the preliminary consideration; such interest to be held in Voyager shares
traded on the Aquis Stock Exchange.

 

The following excerpt from the announcement, which was released by Voyager
publicly on the Aquis Stock Exchange is set out without any material changes.

 

Voyager Life plc

Proposed merger with Northern Leaf

Voyager, the health and wellness group formulating, manufacturing and
supplying high-quality Cannabidiol (CBD), hemp seed oil and hemp-related
products, is pleased to announce that it has signed heads of terms with
Northern Leaf plc ("Northern Leaf") for a merger of the two companies (the
"Merger").

The Merger would value the enlarged group at in excess of £5 million, based
on Voyager's current share price of 11 pence and assuming that the deferred
consideration is settled in full.  The deferred consideration is described in
more detail below and, at its upper end, is based on potential revenues by
Northern Leaf of over £5 million by no later than 31 March 2025.

Based in Jersey, Channel Islands, Northern Leaf is a cultivator and processor
of pharmaceutical-grade medical cannabis flower.  The Merger will be effected
through the acquisition of the entire issued capital of Northern Leaf in
consideration by the issue of new Voyager ordinary shares ("New Voyager
Shares").  The transaction will create the first vertically integrated
cannabis company in the British Isles with both pharmaceutical and health
& wellness operations.  From its two bases in Scotland and Jersey, the
enlarged group will have multiple revenue streams and will comprise:

·      100,000 square feet of state-of-the-art indoor growing facilities

·      GACP and GMP accredited facility

·      Pharmaceutical customers in the UK and overseas

·      VoyagerCann's manufacturing facility - both Voyager products and
white label

·      Three consumer brands - Voyager, Ascend Skincare and Infused
Amphora

·      Retail through online portals and Voyager's three own stores

·      Wholesale of health & wellness products throughout the UK

Terms of the Merger

The Merger comprises a total consideration of up to 33,900,000 New Voyager
Shares and includes a preliminary element, a loyalty element, and deferred
performance-based consideration:

(i)    Preliminary consideration: 10,000,000 New Voyager Shares issued pro
rata to shareholders of Northern Leaf

(ii)   Loyalty consideration: up to 2,000,000 New Voyager Shares issued to
shareholders of Northern Leaf who remain on the shareholder register for six
months after completion in proportion to their current shareholdings in
Northern Leaf

(iii)  Deferred consideration: up to 21,900,000 New Voyager Shares issued pro
rata to shareholders of Northern Leaf subject to Northern leaf achieving
annual revenues by no later than 31 March 2025 of:

·      not less than £2.0 million - 10,950,000 New Voyager Shares

·      more than £5.0 million - a further 10,950,000 New Voyager
Shares

New Voyager Shares will vest on a straight line basis for revenue in between
the £5.0 million upper and £2.0 million lower limits.

Voyager announcement Ends

The announcement in full can be accessed from the following link:
https://www.aquis.eu/stock-exchange/announcements/4513123
(https://www.aquis.eu/stock-exchange/announcements/4513123)

-Ends-

For further information on the Company please visit:  www.seedinnovations.co
(http://www.seedinnovations.com/)  or contact:

 Ed McDermott                                     SEED Innovations Ltd         E: info@seedinnovations.co

 Lance de Jersey
 James Biddle                                     Beaumont Cornish Limited,    T: (0)20 7628 3396

 Roland Cornish                                   Nomad
 Isabella Pierre                                  Shard Capital Partners LLP   T: (0)20 7186 9927

 Damon Heath                                      Broker
 Ana Ribeiro/ Isabelle de Salis /Isabelle Morris  St Brides Partners Ltd,      E: seed@stbridespartners.co.uk

                                                  Financial PR

Notes

Seed Innovations Ltd

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.

About Northern Leaf Limited

Northern Leaf is a medical cannabis cultivator based in Jersey that, in
December 2020, was granted the first UK commercial high THC medical cannabis
license since UK based GW Pharmaceuticals (NASDAQ:GWPH) in 1998. The Company
is leading the development of a new industry for the British Isles, creating
centres of excellence, using state-of-the-art tracking systems and robust
policies and procedures to ensure the highest levels of quality from seed to
sale.

With a secure operational facility already built in Jersey where the
favourable climate and sunshine hours contribute to a comparably lower
cultivation cost, Northern Leaf will grow commercial quantities of medical
cannabis for the rapidly growing European market, including the key markets of
the UK, Germany, and Israel. For more information about Northern Leaf, please
visit https://www.northern-leaf.com/.

 

 

 

 

 

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