European Capital Markets Advisor
Chrystal Capital Partners LLP
24 Grosvenor Street, London, W1K 4QN

Financial Communications
Buchanan
107 Cheapside, London, UK EC2V 6DN

Corporate Advisor
Peterhouse Capital
80 Cheapside, London EC2V 6EE

Auditor
RSM Canada
11 King St. W., Suite 700, Box 27, Toronto, Ontario, Canada, M5H 4C7

Legal Adviser (UK)
Hill Dickinson LLP
The Broadgate Tower, 20 Primrose Street, London EC2A 2EW

Legal Adviser (Canada)
Owens Wright LLP
300‑20 Holly St., Toronto, ON M4S 3B1

Registrar
Link Group
6th floor, 65 Gresham Street, London, EC2V 7NQ

Transfer Agent (Canada)
Odyssey Trust Company
1230-300 5 Ave SW Calgary, AB T2P 3C4

Yooma was originally incorporated as 2705507 Ontario Inc. on July 10, 2019, under the laws of the Province of Ontario, Canada. Pursuant to articles of amendment dated October 29, 2019, the name of the corporation was changed to “Yooma Corp.” On February 10, 2021, Yooma completed a reverse takeover transaction with Globalive Technology Inc. (“Globalive”), pursuant to which Globalive acquired all of the issued and outstanding securities of Yooma in exchange for common shares of Globalive. The transaction was completed by way of a court-approved plan of arrangement under the Business Corporations Act (Ontario) with the common shares of Yooma listed on the Canadian Securities Exchange following the amalgamation of Globalive and Yooma. The Company changed its name from Yooma Corp. to Yooma Wellness Inc. on February 10, 2021.

Certificate of Incorporation

Certificate of Incorporation updated

Articles of Arrangement


Lorne Abony
Chairman of the Board

Lorne Abony’s recent roles have focused specifically on the wellness and medical cannabis markets. He most recently served as the Chairman of EMMAC Life Sciences Group, Europe’s largest independent cannabis company, which was sold to Curaleaf in 2021 in a transaction valued at ~USD$407 million. Previously, Mr. Abony was the CEO and co-founder of Nuuvera Corp., a Canadian cannabis company listed on the TSX-V then sold to Aphria in 2018 in a transaction valued at ~CAD$826 million.

Prior to Nuuvera, Mr. Abony was CEO of Mood Media Corporation, the world’s largest in-store media company. As CEO, Mr. Abony oversaw a public company listed on both the Toronto and London Stock Exchanges. Under his leadership Mood grew to offices in 47 countries, over 3,300 employees and annual revenue in excess of $500 million. Prior to Mood, Mr. Abony was a co-founder of FUN Technologies, an AIM and TSX listed company, which he sold in 2006 to Liberty Media for $484 million. Mr. Abony has significant capital markets experience having raised over $1.4 billion through the public and private debt and equity markets.

Mr. Abony was born and raised in Toronto. He received his undergraduate degree from McGill University and after graduating from the University of Windsor law school in 1994 with an LL.B and the University of Detroit Mercy with a J.D., he practiced corporate and securities law at a large Toronto law firm. Mr. Abony subsequently earned his MBA from Columbia Business School and embarked upon his successful and continuing entrepreneurial career. He was also featured on the successful CBS television series “Undercover Boss”.


Anthony Lacavera
Director

Anthony Lacavera is a serial entrepreneur who has spent the last 20 years disrupting the technology and telecom landscape and pushing the status quo. Mr. Lacavera founded Globalive Technologies Inc. in 1998 and served as Chairman and CEO prior to the reverse-takeover transaction with Yooma. Mr. Lacavera is also the Chairman and founder of Globalive Capital, a Toronto-based investment company focusing on the telecommunications and technology sectors. Globalive Capital has made over 100 venture and private equity investments over the past 15 years.

Mr. Lacavera is perhaps best known as the founder of WIND Mobile. Mr. Lacavera served as CEO, growing WIND to become Canada’s fourth largest wireless carrier then selling the company to Shaw Communications in 2016 for ~USD$1.3 billion.

As a venture capitalist, Mr. Lacavera has a significant stake in dozens of startups in Canada as well as the United States. As a mentor and investor, he is heavily involved in accelerators and incubators, including MaRS, Creative Destruction Lab (CDL), NEXT Canada and the DMZ at Ryerson University. Mr. Lacavera has done business in more than thirty countries, ranging from producing plays on Broadway to raising almost CAD$2 billion in private capital. He is a regular television commentator and speaker on artificial intelligence, entrepreneurship and the telecommunications industry. He was educated at the University of Toronto.


Antonio Costanzo
Director

Antonio Costanzio was the co-founder and CEO of EMMAC Life Sciences Group, Europe’s largest independent cannabis company. EMMAC was sold to Curaleaf in April 2021 at a valuation of ~USD$407 million, and Mr. Constanzo continues as the CEO of Curaleaf International. Mr. Costanzo is an experienced senior executive with a successful track record in public and private companies and in innovative, complex and highly regulated industries. Before co-founding EMMAC, Mr. Costanzo was instrumental in the successful development of Nuuvera, a Canadian publicly listed cannabis company that was acquired by Aphria in March 2018 in a transaction valued at ~826 million. Mr. Costanzo led the company’s development in Europe, Africa and South America.

Prior to focusing on the cannabis industry, Mr. Costanzo was Head of Public Policy and Government Relations at Uber in the key European markets. He formerly spent 10 years in the online gaming industry, at bwin, as Director of International Development and Regulatory Affairs, developing the group’s activities across Europe.

Mr. Costanzo served for 5 years as vice-Chairman and board Director at ESSA – Sport Betting Integrity. He started his career in the media industry, at Eurosport, where he launched and managed the Italian market. Fluent in 4 languages, Mr. Costanzo has developed an extensive political and business network across Europe.


Jordan Greenberg
CEO and Director

Jordan Greenberg brings over 20 years of financial management experience in both public and private companies in the manufacturing, distribution and agricultural sectors, most recently specializing in emerging industries.

Mr. Greenberg currently serves as the CEO of Yooma Wellness Inc. Prior to Yooma, he was the CFO of Cryptologic Corp., a leading Canadian cryptocurrency mining operation. Mr. Greenberg was the CFO of Nuuvera Inc., which raised over $100 million in equity financing to enable several cannabis-related acquisitions, both in Canada and in international markets. The company completed its go-public process through the reverse takeover then achieved a successful exit through a plan of arrangement with Aphria, in a transaction valued at ~CAD$826 million.

Prior to Nuuvera, Mr. Greenberg spent two years as CFO of Dundee Agriculture, a wholly owned subsidiary of Dundee Corp. and twelve years as the CFO of Crawford Metal Corporation, a private operator of steel distribution centers in Canada and throughout the south-eastern United States. Mr. Greenberg holds a Bachelor of Commerce degree from the University of Toronto and earned his CPA designation while working with Ernst & Young in Toronto.


Simon Dryan
Director

Simon Dryan, Independent Non-Executive Director Simon brings over 35 years of diverse industry experience to the Board across investment banking, property family offices and most recently specialist insurance services. Simon previously headed the equity division of Rock Investments, a UK vehicle that targeted under-valued assets, taking strategic stakes in quoted companies and acting as an activist investor to seek greater shareholder participation and returns. Simon spent his earlier career in investment banking, accumulating 25 years of experience in global equity markets. At Merrill Lynch, Simon was a Director of European Equities, responsible for execution and risk management and P&L for a team of 150 traders. Simon also held senior positions at Smith NewCourt and Lehman Brothers.

 

The Directors recognise the importance of sound corporate governance and from admission of the Company’s shares to trading on the AQSE Growth Market (“Admission”) intend to observe the requirements of the QCA Code to the extent they consider appropriate in light of the Company’s size, stage of development and resources.

The Board of the Company currently comprises of a non-executive Chairman, two non-executive directors and one executive director. Prior to Admission it is the intention of the Company to appoint an additional independent non-executive Director, based in the UK. In accordance with the QCA Code the Board should have an appropriate balance between executive and non-executive directors and should have at least two independent non-executive directors. Independence is a board judgement. As at the date of Admission the Company will only have one independent non-executive director. The Board will continue to review potential candidates to appoint a second independent non-executive director following Admission.

Yooma’s Board has three committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Yooma’s Audit Committee consisting of the following members: Mr. Abony (chair), Mr. Costanzo, and Mr. Lacavera, all of whom are “financially literate”. Each of the Audit Committee members has: (i) an understanding of the accounting principles to be used by the Company to prepare its financial statements, and the ability to assess the general application of those principles in connection with estimates, accruals and provisions; (ii) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the Resulting Issuer’s financial statements, or experience actively supervising individuals engaged in such activities; and (iii) an understanding of internal controls and procedures for financial reporting.

The Compensation Committee consists of Mr. Abony (chair) and Mr. Lacavera. The Compensation Committee shall have the authority, in its sole discretion, to select, retain and obtain the advice of a compensation consultant, legal counsel or other advisors as necessary to assist with the execution of its duties and responsibilities as set forth in its charter.

The Nominating and Corporate Governance Committee consists of Mr. Lacavera (chair), Mr. Abony, and Mr. Greenberg.

Once appointed, the independent non-executive director will be appointed to relevant Board committees.

A copy of the QCA Code can be found here. (https://www.theqca.com/)

(a) the number of securities in issue and the percentage of securities that are in public hands pursuant to rule 2.12;

Number of securities in issue: 97,497,707 Percentage of securities in Public Hands: 75%

(b) the particulars of any outstanding instruments issued by the issuer convertible into, or conferring a right to subscribe for, the admitted securities, and the amount and percentage of immediate dilution assuming full exercise of rights of conversion:

Options Outstanding: 8,813,750
Warrants: 7,357,469
Deferred Share Units Outstanding: 253,331
Total Diluted Shares : 113,922,257

(c) a list of the shareholders holding more than five per cent of the issuer’s share capital or voting rights and the percentage held by such shareholders;
Sep 2021 Yooma significant shareholders

(d) any restrictions on their transfer;
Sep 2021 Yooma lockup schedule

(e) details of the exchanges or trading platforms on which they are admitted to trading;

Yooma Wellness Inc.’s shares are traded on Canadian Securities Exchange under the ticker “YOOM” and on AQSE Growth Market of the Aquis Stock Exchange under the ticker “YOOM”

Aug 30, 2021: Yooma Wellness Reports Results for Second Quarter of 2021

Aug 20 2021: Yooma Wellness Acquires U.K. Market Leader Vitality CBD

Aug 11 2021: Yooma AQSE Fast Track Announcement

July 26 2021: Yooma Secures Financing of US$9.7 Million and Submits an Application for Admission to the London AQSE Growth Market

June 17 2021: Yooma to Cease Operations in China Due to New CBD Regulations

May 31 2021: Yooma Wellness Announces Pursuit of Dual-Listing on AQSE Growth Market in the UK and Concurrent Financing to Fund Three Accretive Acquisitions

May 6 2021: Yooma Wellness Announces Option and Deferred Share Unit Grants to Key Personnel

Apr 28 2021: Yooma’s MYO Plant Nutrition & Blossom Brands Receive Validation from U.K. Food Standards Agency

Apr 14 2021: Yooma Wellness Inc. Announces Filing of Annual Financial Statements for Globalive Technology Inc.

Apr 8 2021: Socati Launches New CBD Formulation & Product Development Division: Socati Formulations

Apr 30 2021: Yooma Wellness Announces Financial Results of Yooma Corp. for the 2020 Financial Year

Mar 18 2021: Yooma Brand MYO Plant Nutrition Launches with Holland & Barrett

Mar 11 2021: Yooma Completes Acquisition of Wellness Brands from EMMAC Life Sciences Group

Mar 2 2021: Yooma to Acquire Wellness Brands from EMMAC Life Sciences Group

Mar 22 2021: Yooma Wellness Inc. Acquires Socati Corp. in Transaction Valued at US$25,000,000

Feb 25 2021: Yooma Launches MYO Plant Nutrition in China Via Cross-Border eCommerce

Feb 10 2021: Yooma Wellness Completes Reverse Take-Over of Globalive Technology and To List on the Canadian Securities Exchange