Relevium Technologies Inc. (TSX.V: “RLV”, OTC: “RLLVF” and
Frankfurt: “6BX”) (the “Company” or “Relevium”), as a requirement
in order to obtain final regulatory approval for its private
placement as announced on Monday May 25, 2020, is pleased to
provide a full update on the developments and transactions
announced over the last 12 months.
BACKGROUNDThe last 12 months
have been challenging for the Canadian capital markets. Two major
events have had material impacts on Canadian listed companies: (1)
A major correction in the cannabis market and more recently (2) the
COVID-19 pandemic.
Relevium, like many other companies related to
cannabis, experienced a significant decrease in its market
valuation, which was proportional to the average decrease in value
of all cannabis companies trading on both the CSE and TSX. The
COVID-19 pandemic has also created a new challenge for businesses
around the world, and the economic consequences of the pandemic
have been felt by all, large and small companies alike.
This news release aims to provide shareholders
with an update on initiatives and transactions announced
previously, which had been and some still are subject to the
unusual contexts of both major events described above.
LIST OF MAJOR DEVELOPMENTS AND
TRANSACTIONS
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1) |
Acquisition by
Biocannabix of the exclusive Canadian license for Cannakids and
passing of Dr. Tina Sampalis |
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2) |
Binding agreement to acquire Lifeline Pharma in Colombia |
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3) |
Intention to Spinout Biocannabix |
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4) |
Binding agreement to acquire medical sales applicant
Weedsense |
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5) |
LOI with Newscope to unlock value of Bioganix |
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6) |
Contract |
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7) |
LOI to acquire Montreal Biopharma Contract Manufacturer |
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8) |
Launch of Bioganix hand sanitizers |
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9) |
Private placement of $1,800,000 |
CORPORATE UDPATE
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1) |
On
May 30, 2019, the Company announced that its wholly owned
subsidiary, Biocannabix Health Corporation (“Biocannabix”),
acquired an exclusive license for California-based Cannakids, a
complete line of cannabinoid-based formulations targeting pediatric
applications in Canada. The Company spent the first six months
since the acquisition of the license developing the landscape for
launching a complete set of pediatric products to the market. The
Company explored several partnerships in Canada in the
manufacturing industry, including an exclusive joint venture with
SOS Cannabis. Concurrently, many companies in this space
experienced significant decreases in their market capitalizations,
had governance issues, and experienced discrepancies in terms of
supply and demand, including compliance issues. |
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Update: On February 2020, the
company announced the passing of Dr. Tina Sampalis, director of
Relevium and Chief Scientific Officer of Biocannabix. Dr. Sampalis
had been leading the Biocannabix initiative and the Company is
presently reorganizing its strategy and is waiting for the right
context to launch. (see intention to spin out “item #3”) |
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2) |
On June 13, 2019, the Company
announced that Biocannabix had executed a binding agreement to
acquire Lifeline Pharma in Colombia. During this time, Colombia was
poised to become a global leader in the agro-pharma industry space.
The Company began to achieve the milestones (as described in the
Company’s news releases) and to establish important relationships
with key medical institutions to perform clinical studies for
pediatric applications. The transaction was strategically designed
to create value for the subsequent spin out of Biocannabix.
However, market conditions, devaluations and the lack of liquidity
led to a temporary suspension of the commitments made by the
Company in Lifeline Pharma. |
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Update: The Company has made
initial investments and plans to work with its Colombian partners
to set a new direction and pursue a spin out once the necessary
contextual environment is achieved. The Company does not have any
material obligations toward Lifeline Pharma. (See intention to spin
out “item #3”) |
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3) |
On September 19, 2019, the
Company announced its intention to spin out Biocannabix to create
focus and unlock the value of its wholly owned subsidiary. |
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Update: The Company continues to
monitor the context of the market and remains committed to the
eventual spin out of Biocannabix. |
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4) |
On October 17, 2019, the Company
announced that Biocannabix had executed a binding agreement to
acquire the late-stage medical sales applicant Weedsense Inc.,
subject to TSX Venture Exchange and other regulatory approvals. The
proposed transaction included the initial issuance of shares of
Relevium, the investment of capital to build out the facility and a
series of milestone payments thereafter. |
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Update: Following the lack of
liquidity in the capital markets and the working capital deficiency
in the Company, both of which prevented the Company from securing
regulatory approvals, management sought to postpone and renegotiate
the proposed transaction. The Company was notified by the sellers
of their position regarding the termination of the proposed
transaction and has been working to settle any outstanding matters
relating to such termination. |
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5) |
On October 29, 2019, the Company
announced it had executed an LOI to roll its wholly-owned
subsidiary, BGX E-Health LLC (“BGX E-Health), into Newscope Capital
Corporation (“Newscope”), with the objective of crystalizing the
value of the business in the wellness industry. Following the
decline of cannabis and the loss in market value in Relevium, the
Company sought to conclude this transaction to create focus and
secure the necessary funding through an IPO. The transaction
required the approval of the secured debenture holders, the
shareholders and the TSX Venture Exchange as well as the completion
of a substantial equity financing and the listing of Newscope
shares on the Canadian Securities Exchange. On January 28, 2020,
the Company provided an update on the status of the proposed
transaction with Newscope, including the updated terms and
conditions. |
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Update: In March 2020, the global
COVID-19 pandemic hit North America and created unprecedented
challenges to the global economy and stock markets. The resulting
economic uncertainty has delayed the Company’s plans and now the
transaction is no longer being pursued. A definitive
agreement was not signed and the only remaining obligation toward
Newscope relates to $200,000 of unsecured promissory notes. |
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6) |
On October 30, 2019, the Company
announced that its wholly owned subsidiary, BGX E-Health LLC
(“BGX”), has received a purchase order to supply Innova Health Care
of Saudi Arabia with generic formulations totaling over CAD$1
Million. On March 3, 2020, the Company announced it had done a
partial shipment totalling 130,000$. |
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Update: The balance of the order
has been extended until further notice. |
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7) |
On November 8, 2019, the Company
announced it had entered into an agreement to acquire a
Montreal-based biopharma contract manufacturer. This transaction
was aimed to complement the spin out of BGX E-Health and its
Bioganix brand. |
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Update: The Company is working
closely with the contract manufacturer to transfer the
manufacturing of key products to the Montreal-based manufacturer.
The same macroeconomic factors affecting the transaction with
Newscope have led Relevium to put the transaction on hold pending
strategic review on a post pandemic basis. Relevium does not
have any outstanding obligations toward the contract
manufacturer. |
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8) |
On April 2, 2020, Relevium
announced that it had sourced and would begin the commercialization
of a line of Bioganix Cleancare hand sanitizers, in response to the
COVID-19 pandemic. On April 6, 2020, the Company announced that it
had pre-ordered 10,000 units and would scale-up operations to meet
market demand. On April 13, 2020, Relevium announced that it had
partnered with a Montreal-based air purification company to launch
a new line of residential and office air purification systems. |
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Update: The company has begun
shipments of its wholesale business and will begin shipments of its
B2C orders in mid June. |
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9) |
On May 25, 2020, the Company
commenced a private placement offering of up to 58,000,000 units
(the “Units”) of the Company at a price of $0.035 per Unit (the
“Offering”), with each Unit consisting of one share and one common
share purchase warrant (a “Warrant”). Each Warrant entitles the
holder to acquire one common share of the Company at a strike price
of $0.05 for a period of two years from the date of issuance. The
Warrants are subject to an acceleration feature if the volume
weighted average price of the common shares trades at or above
$0.075 on the TSX Venture Exchange for a period of 7 consecutive
days starting from four months and a day from closing.
Simultaneously, the Company received subscription agreements for a
total of 51.4 million units for gross proceeds of approximately
$1.8M. The Company has agreed to and may pay a finder’s fee of 10%
cash and 10% broker warrants for Units sold to certain accredited
investors (“Broker Warrants”). Each Broker Warrant entitles the
holder to acquire one common share of the Company at a strike price
of $0.05 for a period of one year from the date of issuance. The
private placement remains subject to the approval of the TSX
Venture Exchange. |
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Items 1,2,3,5 and 9 are subject to regulatory
filing and approval. 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.
DELAYED FILING OF INTERIM DISCLOSURE
DOCUMENTS PURSUANT TO TEMPORARY RELIEF GRANTED BY REGULATORS DUE TO
COVID-19
On May 27, 2020, Relevium announced that it
would be delaying the filing and delivery of certain of its
continuous disclosure documents, in accordance with Decision No
2020-PDG-0023 of the Autorité des marchés financiers (Québec)
(the “Exemption”),which was adopted for the
purpose of providing certain filing and other relief to issuers in
light of the challenges posed by the COVID-19 pandemic.
The Company is relying on the Exemption by
delaying the filing of its quarterly financial statements and
related management discussion and analysis
(“MD&A”) for the period ended March 31, 2020
required pursuant to National Instrument 51-102 Continuous
Disclosure Obligations and the filing of the related
certifications(collectively, the "Required
Filings") and compliance with the delivery requirements of
applicable securities laws relating to the Required Filings. The
Company intends to file the Required Filings by July 14, 2020.
There have been several material events that
have taken place since the filing of the Company’s financial
statements and MD&A for the quarter ended December 31, 2019.
These include the passing of Dr. Tina Sampalis, the launch of the
Bioganix Cleancare hand sanitizers and the closing of a private
placement for $1,799,000, all of which are described in detail
above under “Corporate Update”.
Blackout in Effect for Management and
Other Insiders
In accordance with the Corporation's Securities
Trading Policy, the officers and directors of the Corporation and
certain other persons will remain subject to a trading black-out
pursuant to which such persons are prohibited from trading in any
securities of the Corporation until such time the Required Filings
are filed on SEDAR and a corresponding news release is issued by
the Corporation.
The Company endeavours to keep shareholders
informed about its progress through online shareholder updates and
news releases.
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.
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 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:
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