MONTREAL, Dec. 13, 2018 (GLOBE NEWSWIRE) — Relevium Technologies Inc. (TSX.V:“RLV”, OTCQB:“RLLVF” and Frankfurt: “6BX”) (the “Company” or “Relevium”), is pleased to provide shareholders with a corporate update on the previously announced transaction with CannaKids and CK properties, as well as to announce an additional convertible note financing with our partners under the June 2017 note purchase agreement.
Transaction with CK Properties and its brand Cannakids
In order to comply with TSX Venture Exchange policies regarding investments into US based Cannabis assets, Relevium Technologies would like to announce that it has renegotiated and restructured the transaction as announced on October 16, 2018. In the original transaction, the Company announced that it would acquire an initial twenty five percent (25%) of the outstanding shares in CK Properties and its brand CannaKids and will concurrently obtain the Canadian exclusive rights for a total consideration of USD$2.7 million.
Under the renegotiated agreement, Relevium will no longer acquire an equity interest into CK Properties and instead has negotiated the purchase of an exclusive license for the IP, including formulations, SOPs and data for pediatric applications in Canada. Under the renegotiated transaction Relevium’s investment will total $US1.1 Million including $US800,000 in shares at Canadian $0.14 per share and US$300,000 in cash. The licensing agreement for the Canadian rights to CK Properties and CannaKids IP will include a Royalty on sales of 13%, which effectively reduces the cash component of the transaction.
The Company expects to close the transaction immediately upon approval by the TSX Venture Exchange.
“We are excited to move forward to close on this licensing agreement, which will be central to the development of Biocannabix Health, our biopharma subsidiary” stated Aurelio Useche, CEO.
Convertible Note Financing
Relevium is pleased to announce a private placement totalling $2,352,971 of principal amount discounted notes for net proceeds of $2 Million. The $2 Million is convertible into a total of 12,333,334 common shares at a price of $0.15 per share. The notes carry an interest based upon the 12-Month U.S. Dollar LIBOR Interest Rate plus 8 percent per annum and will mature 24 months after issue. The first million, originally structured as a simple loan in the Company’s yearly and quarterly financial statements, will be rolled into this issue and an additional million will be delivered upon closing. The Company will also issue an aggregate of 9,500,000 common share purchase warrants giving the holders the ability to purchase 9,500,000 shares at $0.15 for a period of two years. The closing of the private placement is subject to the receipt of regulatory approvals, including that of the TSX Venture Exchange.
“We are pleased with the ongoing support, commitment and trust demonstrated by our long-term investors and we look forward to continue to move the business strategic agenda ahead” stated Aurelio Useche, CEO.
Neither the 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.
About Relevium Technologies
Relevium is a publicly-traded company that operates in the health and wellness industry, including legal cannabis, with a primary focus on online distribution. The principal business of the Company is the identification, evaluation, acquisition and operations of brands and businesses in the Health and Wellness markets and medical cannabis. The Company pursues its business strategy through an acquisition and partnership model in a holistic approach to encompass a wide range of health and wellness consumer products. Relevium operates through two wholly-owned subsidiaries:
BGX E-Health LLC (BGX): Based in Orlando, Florida, BGX markets dietary supplements, nutraceuticals, sports nutrition and cosmeceuticals primarily through its Bioganix® brand portfolio in the US and Europe. Relevium’s brands such as Bioganix® are sold at some of the world’s largest retailers including such as Walmart.com and Amazon.com.
The Company’s strategy for growing its brands includes expanding its product offering, adding new distribution channels and developing partnerships that add value through exclusive ingredients. BGX is currently testing a complete line of dietary supplements derived from Cannabis with an initial focus on hemp derived, whole plant organic extract rich in CBD (cannabidiol). The product line will be marketed through its brand LeefyLyfe® and will be sold first in Europe and then North America. The Company uses cannabinoids and ingredients that have achieved GRAS status (generally accepted as safe) to create brands that are sold via wholesale channels, retail channels and online distribution.
Biocannabix Health Corporation (BCX): Based in Montreal, Quebec, BCX is an entrepreneurial venture to establish a vertically integrated medical cannabis company in the Nutraceutical space. Located in the city of Saint Laurent, the Company is in the process of licensing and retrofitting a facility that will host a genetically focused cannabis growth, extraction, formulation, research and development and encapsulation of proprietary Nutraceutical and Medical products.
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. 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 be able to apply for and ultimately obtain an ACMPR licence, the proposed business of Biocannabix will develop as anticipated, that the Company will raise sufficient funds to develop the Biocannabix business, and that the Company will obtain all requisite regulatory approvals. 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 business developments may not occur as planned; the timing and receipt of requisite approvals and failure to raise sufficient funds.
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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