May 2, 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 secured a more flexible structure for the definitive asset purchase agreement (as announced on April 10, 2017) for the BioGanix acquisition. The company is also pleased to announce it has received a commitment letter from AIP Asset Management and AIP Private Capital for a total of $2.25M in secured convertible debentures.
Updated terms of the BioGanix Definitive Agreement
According to updated terms of the definite agreement, the aggregate purchase price of US$4.45 million payable by Relevium for the acquisition of BioGanix will now consist of: (i) US$1.9 million in cash at closing (instead of US$2.7 million), (ii) US$500,000 in common shares of Relevium at the price of the concurrent financing (instead of US$200,000), (iii) US$500,000 as a performance based payment payable in cash on December 31, 2017 namely meeting or exceeding average monthly revenues of US$320,000 in fiscal 2017 and (iv)US$1.55 million in the form of a two-year vendor take back convertible note carrying a yearly 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. The amendment terms are subject to final TSX Venture Exchange approval.
Commitment Letter for Secured Convertible Debenture
The Company received and accepted a commitment letter by AIP Asset Management and AIP Private Capital to provide a two year $2.25 million secured convertible debenture with a coupon of 8% plus US Libor and a conversion strike price of $0.15. The final terms of the debenture will be announced on a separate press release prior to closing. As a condition of the debt facility, the Company has agreed to pay a facility fee comprised of $37,500 in cash and the issue 600,000 common shares at a price per share equal to the previous day closing price. The debt facility, together with the concurrent equity private placement are intended to form part of the concurrent financing as announced on February 22, 2017. The entire financing and acquisition are subject to final approval by the TSX Venture Exchange.
Reduced Minimum Financing Threshold
As a result of the updated terms of the BioGanix Definitive Agreement, the minimum financing required for closing is now $3.5M instead of the $5M disclosed on the February 22, 2017 press release. Additionally, in order to expedite the process the terms of the private placement have been modified to reflect completion of the acquisition as a condition to closing, instead of funding via subscription receipts.
Aurelio Useche, CEO of Relevium Technologies stated: “We are very pleased with the goodwill demonstrated by BioGanix and the parties’ involved in the structuring of the financing and the acquisition transaction. We will endeavor to keep our investors informed as we move towards the closing of both transactions.”
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 Hedgeweek 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