Yooma Wellness Inc. (CNSX:YOOM) entered into an agreement to acquire Big Swig, Inc. for $1.3 million on September 20, 2021. The consideration to be paid by Yooma on completion of the transaction will consist of up to 1,729,599 common shares of Yooma, subject to adjustment on closing based on the debt and short-term working capital in Big Swig. The consideration shares will be subject to a 24-month lock-up period, with one quarter of the consideration shares releasing from lock-up every 6 months.

In addition, 10% of the consideration shares will be subject to a 24-month escrow indemnity holdback, which will allow them to be accessed to satisfy the indemnity obligations of the parties under the agreement. On completion of this transaction, Big Swig will become a wholly-owned subsidiary of Yooma. The transaction is subject to the satisfaction of certain closing conditions which include: the representations and warranties of the parties remaining accurate through to the date of closing, the compliance of the parties in all material respects with their obligations under the merger agreement, no material adverse effect having occurred in either party, the approval of the Big Swig shareholders to the Merger, Big Swig maintaining agreed-upon levels of debt and short-term working capital through to the closing date and the delivery of ancillary documents which include shareholder representation letters, employment agreements, non-competition and non-solicitation agreements and confidentiality agreements.

The transaction is expected to close between September 27, 2021 and September 30, 2021.