February 29th 2016, MONTREAL, QUEBEC – Relevium Technologies Inc. (TSX.V – “RLV”) (Frankfurt: “6BX”) (the “Company” or “Relevium”) is pleased to announce it has reached a mutually agreed on settlement relating to the acquisition of the assets of Bioflex Technologies (the “Qualifying Transaction”).
The Company has undertaken a review of its operations and the Qualifying Transaction which closed in August 2015. As a result of this review, the Company has entered into discussions with BIOflex and iTech Medical, Inc., the sole shareholder of BIOflex, to resolve the value of the assets acquired in relation to the amount of the consideration paid pursuant to the Purchase Agreement. Accordingly, on February 26, 2016, the Company, BIOflex and iTech Medical, Inc. have agreed to adjust the purchase price under the Purchase Agreement (the “Purchase Price Adjustment”).
As part of, and in satisfaction of, the Purchase Price Adjustment: (i) BIOflex shall return a total of 8,612,500 common shares in the capital of the Company which it currently owns to the Company for cancellation; (ii) the Company shall issue 1,722,500 common share purchase warrants to BIOflex (which shall be restricted and legended pursuant to applicable Canadian and U.S. securities laws), with each warrant being exercisable to acquire one common share in the capital of the Company, at a price of $0.1125 per share (being the same issue price as the securities transacted pursuant the Qualifying Transaction and representing a premium to the current market price of the Company’s common shares on the TSX Venture Exchange), for a period of three years from the date of issuance of the warrants; and (iii) the Company shall release the right of first refusal in respect of the muscle pattern recognition (MPR) technology of iTech Medical, Inc. contemplated by Section 5.1(l)(v) of the Purchase Agreement, the whole subject to the receipt of applicable regulatory approvals, including that of the TSX Venture Exchange.
In addition, and as part of the discussions relating to the Purchase Price Adjustment, the Company has determined to settle the $225,000 loan owing from iTech Medical, Inc., as well as any accrued interest thereon.
Other than as regards the Purchase Price Adjustment, terms and conditions and the duties and obligations of the parties pursuant to the Purchase Agreement continue in full force and effect.
The Company shall file an application with the TSX Venture Exchange and prepare and file a material change report in respect of the above-mentioned proposed transactions promptly.
The Purchase Price Adjustment and loan settlement may constitute related party transactions pursuant to applicable securities laws and the policies of the TSX Venture Exchange. Notwithstanding the foregoing, the Company believes that proposed transactions are exempt from the formal valuation and majority of the minority approval requirements of applicable securities laws and the policies of the TSX Venture Exchange by virtue of the fact that neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the proposed transactions, exceeds 25% of the Company’s market capitalization. In addition, the Company’s securities are not listed or quoted on the Toronto Stock Exchange or any other senior exchange.
The Board of Directors of the Company considered the proposed transactions and unanimously concluded that they are in the best interests of the Company. If the proposed transactions are approved by the applicable regulatory authorities, BIOflex will own, to the knowledge of the Company, a total of 7,612,500 common shares and 1,722,500 warrants to acquire common shares of the Company, representing approximately 20% of the currently issued and outstanding common shares of the Company. This represents a 50% reduction in the number of common shares of the Company initially issued to BIOflex as part of the Qualifying Transaction.
About Relevium Technologies Inc.
Relevium is focused on growth through the acquisition of businesses, products and/or technologies all within the scope of the expanding health and wellness sector under three unique verticals: Pain Relief, Recovery and Performance.
Relevium Technologies Inc. currently holds patented intellectual property for application on direct-to-consumer devices which aid in decreasing pain, improving recovery time and enhancing performance. The company is developing and will commercialize several products for various related applications including a line of sleep and wellness products; all designed to enhance physical well-being.
On Behalf of the Board of Directors
RELEVIUM TECHNOLOGIES INC.
CEO and Director
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NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the business and operations of the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Company to execute and achieve its business objectives. 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. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.