Relevium Technologies Inc. (TSX.V: “RLV”, OTCQB:“RLLVF” and
Frankfurt: “6BX”) (the “Company” or “Relevium”), is pleased to
announce it has executed a letter of intent to acquire a Montreal
based biopharma contract manufacturing company through its wholly
owned subsidiary BGX e-Health LLC. The transaction is subject to
customary due diligence and the parties have agreed to keep the
vendors information confidential until such a time when the
definitive agreement is executed.
The target of the transaction is a Montreal
based Biopharma company that manufactures for private label, white
label and for its own brands of over the counter health products
sold in Canada and the US.
The acquisition of the target represents a
strategic vertical integration for BGX E-Health, and it is
forecasted to have a material impact on the subsidiary’s revenues
and a significant increase in gross margins, while providing at the
same time immediate access to lucrative news opportunities. The
addition of the target will also allow the company to pursue
private label solutions in North America and its laboratories will
enable the company to conduct research and development for new
products.
Proposed terms of the LOI
Subject to customary due diligence, board and
TSX Venture approval, the Company intends to close the transaction
within 90 days from the date of the definitive agreement. An
initial payment of 150,000$ in shares and 100,000$ in cash will be
done at closing, with an earnout (the “Earnout”)
bonus of $2,500,000 in shares vesting over a period of three
reference years (20/30/50) and based on specific revenue and EBITDA
targets. The final terms and conditions of the transaction will be
outlined at the execution of a definitive agreement. The
preliminary terms of the earnout include:
- First Year: Vendor will be entitled to 20% or
$500,000 upon meting the forecasted targets for revenue and EBITDA
for the first reference 12-month period.
- Second Year: Vendor will be entitled to 30% or
$750,000 upon meeting the forecasted targets for revenue and EBITDA
for the second reference 12-month period.
- Third Year: Vendor will be entitled to 50% or
$1,250,000 upon meeting the forecasted targets for revenue and
EBITDA for the third reference 12-month period.
Aurelio Useche, CEO of Relevium Technologies
stated: “The proposed acquisition is not only of strategic
importance to BGX, but also it is accretive in terms of vertical
integration, revenue growth, gross margins and EBITDA. The proposed
acquisition is expected to consolidate the manufacturing of
all-natural products of future brand acquisitions, thus
establishing in Montreal an important manufacturing
foothold.”
INFORMATION UPDATE ON NEWS RELEASE
REGARDING LOI WITH NEWSCOPE
On October 29, 2019 the Company disseminated a
news release announcing it had received a letter of intent (the
“LOI”) to roll its interest in wholly owned subsidiary BGX e-Health
LLC into Newscope Capital Corporation (“Newscope”).
Newscope Capital Corporation is an arms’ length
company incorporated under the laws of British Columbia and it is
seeking to become an aggregator in the wellness space, including
CBD and hemp. The bona fide letter of intent to acquire BGX
E-Health LLC, represents the first major transaction for Newscope,
which is expected to complete its listing on the CSE during the
first quarter of 2020.
As described in the news release dated October
29, 2019, the preliminary terms of the LOI require Relevium
Technologies to roll its interest in BGX E-Health LLC into Newscope
(the “RTO”) for a total estimated transaction value $10 million, a
transaction that is subject to the completion mutual due diligence.
Newscope will issue an initial deposit of $500,000 in cash upon
completion of the due diligence period and execution of a binding
agreement. The total proposed transaction includes the business,
its assets and liabilities, intellectual property and certain key
agreements currently under consideration and review by management.
The arm’s length offer has not been validated by an independent
valuation contractor.
The foregoing transactions are subject
to regulatory approvals. 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
TechnologiesRelevium 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 operation 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, markets dietary supplements, nutraceuticals, sports
nutrition and cosmeceuticals primarily through its Bioganix® brand
portfolio in the US and Europe. Relevium’s premium brands are sold
at some of the world’s largest retailers including Walmart.com and
Amazon.com.
Biocannabix Health Corporation (BCX), based in
Montreal, Quebec, is a biopharma nutraceutical company focused on
delivering pediatric endo-medicinal nutraceuticals for cannabinoid
therapy.
Cautionary Note Regarding
Forward-Looking StatementsThis release includes certain
statements and information that may constitute forward-looking
information within the meaning of applicable Canadian and United
States 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, are forward-looking statements and contain
forward-looking information. Generally, forward- looking statements
and information can be identified using 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", or "would" 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. 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.
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 to rely on the
applicable safe harbor.
On Behalf of the Board of Directors
RELEVIUM TECHNOLOGIES
INC.
Aurelio UsechePresident and CEO
For more information about this press release:
Tel: +1.888.528.8687
RELEVIUM TECHNOLOGIES INCEmail:
investors@releviumcorp.comWebsite: www.releviumtechnologies.com
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