MONTREAL, June 11, 2019 — Relevium Technologies Inc. (TSX.V: “RLV”, OTCQB: “RLLVF” and Frankfurt: “6BX”) (the “Company” or “Relevium”), is pleased to announce that it has closed a non-brokered private placement financing for a total of 15,350,000 units (the “Units”) at $0.08 per Unit, for total gross proceeds of $1,228,000.
Each Unit consists of one common share of Relevium and one common share purchase warrant entitling the holder to purchase one additional common share at $0.12 per share for a period of one year from the date of the issue. Relevium has the right to accelerate the expiry date of the Warrants if, at any time, the average closing price of Relevium’s common shares is equal to or greater than $0.15 for 10 consecutive trading days. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after Relevium issues a news release announcing that it has elected to exercise this acceleration right.Proceeds of the private placement will be used for general working capital purposes. In connection with the initial tranche of financing, Relevium paid finders a cash commission totaling $52,000 and issued a total of 320,000 finder's warrants and 320,000 compensation shares. Each finder's warrant has the same terms and conditions as the Warrants.The securities issued under the financing will be subject to a hold period expiring on October 11, 2019 pursuant to applicable securities laws and the rules of the TSX Venture Exchange.Directors and officers of the Company subscribed for 312,500 Units under the financing. As a result, the issuance of Units to directors and officers is considered to be a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. Relevium is relying on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101 on the basis that participation in the private placement by insiders did not exceed 25% of the fair market value of Relevium’s market capitalization.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 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, 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 such as 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 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.
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