June 12, 2017 – MONTREAL, QUEBEC –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 announce that it has completed the acquisition of all of the business and assets of BioGanix Ltd. as well as the initial closing of its concurrent debt and equity financing.
Completion of the acquisition of the assets and business of BioGanix
The Company has closed an initial debt and equity financing with gross proceeds of $4,261,500 and concluded the acquisition of the assets and business of BioGanix, a successful entrepreneurial brand of Nutraceutical products. The aggregate value of the transaction is US$4.45 million, payable by Relevium as follows: (i) US$1.9 million which has been paid in cash, (ii) the issuance of 6,700,000 common shares of Relevium at the price of the concurrent financing, (iii) US$500,000 as a performance based payment payable in cash on December 31, 2017 and (iv) US$1.55 million in the form of a two-year vendor take back convertible note carrying an annual interest rate of 8% payable quarterly. The note allows the holder to convert the principal amount of the note, after an initial period of 12 months, into common shares of Relevium at a strike price of $0.1396.
Initial closing of the Equity Private Placement
The Company has completed an initial closing with gross proceeds of $2,011,500 and issued 20,115,000 units at a price of $0.10 per Unit. Each Unit is comprised of one common share and one common share purchase warrant; each warrant entitles the holder to acquire one additional common share of the Company at an exercise price of $0.15 per share for a period of two years from the date of issuance. The company expects to close a second and final tranche on or before June 19, 2017.
The Company also announced that in addition to the participation other investors, the private placement included the subscriptions from two directors of Relevium, namely: Michel Timperio (100,000 Units) and Pierre Bertrand (100,000 Units), representing an aggregate investment of $20,000. The foregoing subscriptions by each of the two directors are considered a “related party transaction” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) (“Regulation 61-101”) and the corresponding Policy 5.9 of the TSX Venture Exchange. The Company relied on Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under Regulation 61-101, as neither the fair market value of the Units issued to the related parties, nor the amount of consideration paid therefor, exceeds 25% of the Company’s market capitalization. A material change report in respect of the related party transactions was not filed at least 21 days in advance of the private placement, as the subscriptions from the related parties were not confirmed until immediately prior to the closing and the Company wished to close the offering on an expedited basis for sound business reasons.
Initial closing of the Secured Convertible Debentures
The company has executed a Note Purchase Agreement with AIP Asset Management, AIP Private Capital and a private lender consisting of a two year secured convertible debenture facility of up to $5 million with a coupon of US Libor plus 8% and a conversion price of $0.15 per share. Pursuant to the terms of the agreement, the holders purchased from the Company Tranche “A” Notes in the aggregate principal amount of $2,647,000 (the “Initial Notes”) of which an aggregate of $2,250,000 is convertible at $0.15 into a unit comprised of one common share and one half common share purchase warrant with a strike price of $0.20 valid for 24 months from the original issue date of the note.
The Company will pay aggregate cash commissions of $114,625 of the gross proceeds raised under the private placement and issued an aggregate of 696,250 broker warrants to certain registered exempt market dealers involved in the equity financing and 206,750 common shares. Each broker warrant entitles the holder to acquire one common share of the Company at an exercise price of $0.15 per share for a period of two years from the date of issuance. The Company will also pay aggregate finder fees of $149,075 and 1,490,750 shares for the acquisition of BioGanix.
As a result of the foregoing issuances, the Company will have now 63,971,466 common shares issued and outstanding. All of the securities issued in connection with the BioGanix acquisition as well as the debt and equity financing are subject to a restricted period of four months and one day.
The entire financing and acquisition are subject to final approval by the TSX Venture Exchange.
Andre Godin, Chairman of Relevium Technologies stated: “On behalf of the board of directors of Relevium, we are very pleased be able to announce the conclusion of several months of challenging work.” Mr. Godin added: “The entire process of financing and building an entrepreneurial and young business in the public markets today is a real challenge and the fact that we succeeded in these early steps gives us confidence in our ability to pursue our objectives for long-term growth and value creation.”
Aurelio Useche, CEO of Relevium Technologies stated: “We are very pleased to have completed this initial acquisition and concurrent debt and equity financing, which now sets the stage for the deployment of our longer term business strategy.” Mr. Useche added: “In addition to transitioning the business and building our team, we are now moving quickly to re-evaluate our growing pipeline of opportunities with the ultimate goal of building a portfolio of successful entrepreneurial brands in Health and Wellness Sector. The experience earned in this initial transaction has served to refine our acquisition roadmap, which we believe will help us to reduce future transactional lead-times.”
About Relevium Technologies
Relevium is a TSXV listed company 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. Relevium Technologies Inc. also holds patented intellectual property for the use of static magnetic fields for application on wearable devices.
BioGanix 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 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 best-selling dietary supplement products, 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 AIP Asset Management
It is a well-recognized, award-winning asset management firm. Most recently, it took home the 2017 Hedge week Award for Best Macro Hedge Fund and in 2014, it was nominated for the Ernst and Young Entrepreneur of the Year Award – the world’s most prestigious business award for entrepreneurs. Its core focus is to help clients, be they institutions, hedge funds, mutual funds, family offices, or retail investors, achieve their investment goals.
About AIP Private Capital – it is a privately-held investment firm, focuses on emerging growth companies primarily in Financial Services and Technology sectors with unique assets, strong business models and seasoned management teams with the skills and ability to grow the company quickly to profitability. AIPPC provides private equity/debt, VC, special situations investments and short-term financing as well as technical, board and managerial leadership. AIPPC is a member of the CVCA, TMA and was recently nominated for the Ernst and Young Entrepreneur of the Year Award.
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.
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.
On Behalf of the Board of Directors
Relevium Technologies Inc.
President and CEO
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