Relevium Technologies Inc. (TSX.V: “RLV”, OTCQB: “RLLVF” and
Frankfurt: “6BX”) (the “Company” or “Relevium”), is pleased to
provide an update on the proposed transaction with Newscope
Capital.
As announced in a letter from the CEO issued on
December 19, 2019, one of the Company’s main focus for 2020 is the
crystallization of the value of the existing business units. On
October 29, 2019, the Company announced it had executed an LOI with
Newscope Capital to unlock the value of its nutraceutical business.
Concurrently, on November 8, 2019, the Company also announced it
had entered into an agreement to acquire a contract manufacturing
company located in Montreal, Quebec.
The purpose of this news release is to update
shareholders on the progress of the proposed transaction.
APPROVAL FOR THE TRANSACTION AND UPDATED
TERMS
The Company is pleased to announce it has
received the support of the 2018 secured convertible noteholders
(the “noteholders”) for the proposed transaction. Under the updated
proposed terms for the transaction, the current notes, which are
secured against all of the assets of the Company, will be exchanged
for notes of Newscope Capital and the corresponding security
interest will follow the shares and membership interests of BGX
E-Health LLC that will be sold to Newscope Capital under the
transaction resulting in the following:
- Newscope Capital will acquire from
Relevium all of the shares and memberships interests of BGX
E-Health LLC and the rights for the contract manufacturing company
in Montreal, Quebec, which includes assuming the indebtedness
relating to the outstanding notes with a principal and accrued
interest obligation of $2.35 million, thereby reducing the purchase
price being paid by Newscope Capital by an equivalent amount (see
below for additional information).
- The term for the new notes, now an
assumed liability by Newscope Capital, shall be extended to 24
months following the closing date of the transaction, bearing the
same interest rate, a conversion equal to the transaction price,
namely $0.50 per share, and a mechanism for early repayment subject
to the concurrent financing and listing of the shares of Newscope
Capital on the Canadian Securities Exchange (CSE).
- Without any restrictions, Relevium
undertakes to escrow the shares it receives from Newscope Capital
pursuant to the transaction to provide additional security to the
noteholders.
- Relevium will remain obligated to
the noteholders with non-convertible notes totalling $325,000,
which is expected to be paid in instalments over four months. If
Relevium closes a significant financing, it is intended that the
remaining notes will become accelerated and repaid in full.
The final terms of the transaction will be
reflected in the Definitive Agreement between Relevium and
Newscope, which is expected to be executed imminently, and the
parties intend to proceed to the formal closing of the transaction
before the end of this quarter.
Relevium is now working on seeking the approval
from its shareholders at the upcoming annual and special meeting of
the shareholders of the Company, which is scheduled for the end of
February in Montreal, Quebec. Shareholder approval is required
since the interest in Bioganix E-Health LLC represents a
significant asset of Relevium, however the Company views the
transaction as a monetization since Relevium will hold a majority
of the issued and outstanding shares of Newscope Capital following
the closing.
The transaction is also subject to approval by
the TSX Venture Exchange and the Canadian Securities Exchange.
UPDATED TERMS AND DEFINITIVE
AGREEMENT
In view of the developments described above, the
Company is also pleased to provide a summary of the updated terms
of the transaction, subject to the execution of the Definitive
Agreement between the parties.
Under the updated terms of the transaction,
Newscope Capital will acquire all of the shares and memberships
interests of BGX E-Health LLC and the rights for the contract
manufacturing company in Montreal, Quebec for a total consideration
of $10 million less the assumed indebtedness of $2.35 million for a
net payment by Newscope Capital of $7.65 million, which is expected
to be satisfied as follows:
- A minimum of $500,000 in cash, of
which $200,000 has already been advanced by Newscope Capital to
Relevium in the form of a demand promissory note ranking only
behind the security granted to the noteholders.
- $7,150,000 in shares of Newscope,
representing a total of 14.3 million shares at $0.50 per
share.
- Relevium has agreed to a 10%
holdback on the transaction through the escrow of 1,430,000
Newscope Capital shares for adjustments relating to certain revenue
milestones of BGX E-Health LLC, which shall be incorporated and
duly disclosed in the Definitive Agreement to be entered into
between the parties. Newscope is also assuming the
performance earn-out that Relevium would have had to accept in
respect of the proposed contract manufacturing company
business.
- Newscope Capital is expected to
raise a minimum of $1.5 million and up to a maximum of $5 million
through a concurrent equity private placement of securities, with
an issue price of no less than $0.50. The final terms of the
equity private placement are being negotiated.
Aurelio Useche, CEO of Relevium stated: “With
the support from our noteholders and shareholders, we look forward
to completing a successful transaction with Newscope Capital, which
sets the stage for a fully integrated and focused nutraceutical
company, which will not only focus on the organic growth of its
business, but also execute on the acquisition of additional
complimentary businesses.”
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 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.
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.
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 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", 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
INC
Email: investors@releviumcorp.com Website:
www.releviumtechnologies.com Like us on FacebookFollow us on
Twitter Follow us on LinkedIn
Relevium Technologies (TSXV:RLV)
Historical Stock Chart
From Jun 2024 to Jul 2024
Relevium Technologies (TSXV:RLV)
Historical Stock Chart
From Jul 2023 to Jul 2024