March 20, 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 an update regarding the acquisition of BioGanix Limited (“BGL”).
On December 22, 2016 the Company announced 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.
On February 1, 2017 the company announced the mutual agreement of the parties to extend the deadlines associated to the transaction.
On February 22, 2017, the Company announced the engagement of WCM Capital (“WCM”) 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 announced comprises of an equity portion and a debt component. The equity issue is comprised of a maximum of 37,000,000 million subscription receipts units at a price of $0.10 per unit, with each unit being comprised of one common share and one warrant at $0.15 with a term of two years (the “Units”). In conjunction with the equity component, the company also announced that it would issue up to $5M in long term debt (“the Debt”), thereby proportionately reducing the equity component to a maximum total offering of $7.5 Million.
Update on the transaction to acquire BioGanix
The Company and WCM Capital are currently engaged in negotiations with prospective debt suppliers and, as requested by them, both the Company and BGL have agreed to provide further accommodations in time so as to allow for the administrative and legal processes required for such financing. The parties have agreed therefore to extend the proposed closing to on or before April 30, 2017.
The definitive terms of the debt financing and closing of equity financing to be announced in a subsequent press release, as applicable.
On March 13, 2017, the Company also announced it had received conditional acceptance from the TSX Venture Exchange (the “Exchange”) for the acquisition of BioGanix. The Company endeavors to work closely with the TSX Venture Exchange and BGL in order ensure an orderly final approval process.
Aurelio Useche, CEO of Relevium Technologies Inc. stated, “Management is working hand-in-hand with WCM Capital and BGL on the concurrent financing and in seeking transaction approval by the TSX Venture Exchange with the objective of closing the acquisition as prompt as possible.” Mr. Useche continued: “WE are grateful for the patience and understanding demonstrated by all the parties and the Company’s shareholders for this important transaction. We believe we are setting the stage for a more fluid implementation and execution of future transactions e-Commerce assets”
About Relevium Technologies Inc.
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, 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.
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 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.
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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