Relevium Technologies Inc. (TSX.V – “RLV”) and (Frankfurt: “6BX”) (the “Company” or “Relevium”) a consolidator of e-commerce assets in Health and Wellness is pleased to provide the following update to its press release of December 22, 2016 announcing a binding letter of intent (the “LOI”) to acquire the assets of BioGanix Limited (“BGL”), a privately-held nutraceutical company in Houston, Texas focused on heart, brain, digestive health and joint support products sold through primarily through e-commerce platforms.
In connection with the completion of the Transaction, the Company has entered into an engagement letter (the “Engagement Letter”) with WCM Capital (“WCM”), whereby WCM has agreed to act as lead agent in a private placement offering with aggregate gross proceeds of up to $7.5 Million on a subscription receipts basis (the “Offering”). The private placement will be comprised of a new equity and/or debt issuance. The Company will issue up to 37,000,000 million units at a price of $0.10 per unit, with each unit being comprised of one common share and one half warrant at $0.15 with a term of two years (the “Units”). In conjunction with the equity private placement, the company may issue up to $5M in long term debt (“the Debt”), thereby proportionately reducing the equity component of the total $7.5 Million Offering. The terms of the Debt will be announced in a subsequent press release, as applicable.
The gross proceeds from the Offering, less any amounts used to pay the fees and expenses of the Agents (the “Escrowed Proceeds”), will be held in escrow pending the satisfaction of the release conditions, whereupon the Units and Debt underlying the subscription receipts will be issued to holders thereof, and the Escrowed Proceeds will be paid to the Company. In the event the Transaction does not occur within three months of the closing date of the Offering, the aggregate purchase price of the Subscription Receipts shall be returned to the holders thereof on a pro rata basis without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.
Pursuant to the Engagement Letter, the Agents shall be paid a cash commission equal to 7% of the gross proceeds raised under the Offering and shall be issued broker warrants equal in number to 7% of the gross proceeds raised, each broker warrant entitling the holder to acquire one common share at an exercise price of $0.15 per Unit for a period of three years from the date of issuance.
About Relevium Technologies Inc.
Relevium is a TSX Venture listed issuer focused on growth through the acquisition of businesses, products and/or technologies with a focus on e-commerce in the growing health and wellness sector, specifically under three important verticals: Pain Relief, Recovery and Performance. Relevium Technologies Inc. currently holds patented intellectual property for application of static magnetic fields on direct-to-consumer devices, which aid in decreasing pain, improving recovery time and enhancing overall physical performance. About BioGanix BioGanix (http://www.bioganix.com) was founded with customer results in mind, to provide the best quality, best researched, and most potent formulas at competitive prices, while providing excellent and personal customer care. BioGanix puts our customers first, and do everything we can to keep them happy.
BioGanix prides itself on using only the best and purest ingredients in our manufacturing processes. BioGanix only provides premium quality products, and doesn’t cut any corners in manufacturing processes. All BioGanix products have been 3rd Party Laboratory tested and verified, and are manufactured in GMP Certified and FDA inspected facilities in the USA.
BioGanix currently has over 16 of the best-selling dietary supplement products available, varying from trending weight loss products, to proven health supporting supplements that supports various processes in the body, including digestive health, heart health, brain health, blood sugar, as well as anti-aging supplements.
About WCM Capital
Founded in 2009, WCM Capital is a corporate finance advisory firm headquartered in Toronto, Ontario. WCM Capital was founded by, and is affiliated with Wildeboer Dellelce LLP, one of Canada’s leading corporate finance transactional law firms. WCM is registered as an Exempt Market Dealer in Ontario, BC, Alberta and Quebec, and specializes in debt/equity placements and M&A advisory for high growth companies across a range of sectors including technology, manufacturing, services, financial services and real estate. Visit WCM Capital at www.wcmcapital.ca.
Cautionary Note Regarding Forward-Looking Statements
This release includes certain statements and information that may constitute forward-looking information within the meaning of applicable Canadian securities laws or forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. All statements in this news release, other than statements of historical facts, including statements regarding future estimates, plans, objectives, assumptions or expectations of future performance, including the timing and completion of the proposed acquisitions, are forward-looking statements and contain forward-looking information. Generally, forward- looking statements and information can be identified by the use of forward-looking terminology such as “intends” or “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”. Forward-looking statements are based on certain material assumptions and analysis made by the Company and the opinions and estimates of management as of the date of this press release, including the assumptions that the Company will obtain stock exchange approval of the Offering, the proposed acquisition will occur as anticipated, that the Company will raise sufficient funds, and that the Company will obtain all requisite approvals of the acquisition. These forward- looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward-looking information. Important factors that may cause actual results to vary, include, without limitation, the risk that the proposed acquisitions may not occur as planned; the timing and receipt of requisite approvals and failure to raise sufficient funds under the Offering. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward- looking statements and forward-looking information. Readers are cautioned that reliance on such information may not be appropriate for other purposes. The Company does not undertake to update any forward-looking statement, forward- looking information or financial outlook that are incorporated by reference herein, except in accordance with applicable securities laws. We seek safe harbor.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
On Behalf of the Board of Directors
RELEVIUM TECHNOLOGIES INC.
President and CEO
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Relevium Technologies Inc.