June 22, 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 provide a corporate update on its recent acquisition of BioGanix and the closing of the final tranche o of the equity financing.
Final closing of the Equity Private Placement
The Company has completed the final tranche of the equity private placement as announced on February 22, 2017 with gross proceeds of $200,000 and issued 2,000,000 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 raised a total gross debt and equity financing of $4,461,500.
The Company also announced that in addition to the participation other investors in this final tranche of its private placement included the subscriptions from two additional officers and directors of Relevium, namely: Aurelio Useche, CEO (1,250,000 Units), Andre Godin, Chairman (300,000 Units), which in addition to the previous participation of Michel Timperio, Director (100,000 Units) and Pierre Bertrand, Director (100,000 Units) represents an aggregate investment of $175,000. The foregoing subscriptions by each of the officers and directors are considered a “related party transaction” under Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions (Québec) (“Regulation 61-101”) and the corresponding Policy 5.9 of the TSX Venture Exchange. The Company relied on Sections 5.5(a) and 5.7(1)(a) of Regulation 61-101, respectively, for exemptions from the formal valuation and minority approval requirements under Regulation 61-101, as neither the fair market value of the Units issued to the related parties, nor the amount of consideration paid therefor, exceeds 25% of the Company’s market capitalization. A material change report in respect of the related party transactions was not filed at least 21 days in advance of the private placement, as the subscriptions from the related parties were not confirmed until immediately prior to the closing and the Company wished to close the offering on an expedited basis for sound business reasons.
As a result of the foregoing issuances, the Company will have now 65,971,466 common shares issued and outstanding. All of the securities issued in connection with the BioGanix acquisition as well as the debt and equity financing are subject to a restricted period of four months and one day.
CEO update on the recent acquisition of BioGanix
As announced in a press release dated June 12, 2017, the Company completed the acquisition of BioGanix and it is currently operating the business under BGX E-Health LLC, a US based wholly-owned subsidiary of Relevium Technologies. In the first two weeks of operations, BGX E-Health has generated close to 200,000$ in sales revenues from its existing BioGanix brand of nutraceutical products.
Aurelio Useche, CEO of Relevium Technologies stated: “The addition of BioGanix is a stepping stone in our strategic plans to building a portfolio of e-commerce brands in the Health and Wellness space. In addition to expanding the current product offering of BioGanix through the introduction of new products, the Company plans to also launch parallel brands under BGX E-Health in order to target specific segments.”
Mr. Useche continued: “In addition to focusing on the organic growth of the BioGanix brand and the launch of market specific sub-brands, we have now turned our attention to our acquisition pipeline. The company is currently in discussions and negotiations with several targets that fit the business model. The Company has initiated discussions with Nutraceutical and Cosmeceutical brands with the objective of consummating a binding transaction by the end of 2017”
Final closing of the Equity Private Placement
The entire financing and acquisition are subject to final approval by the TSX Venture Exchange.
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.
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
For additional information, please contact: Relevium Technologies Investors Email: email@example.com