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December 22, 2016 - InvestorsHub NewsWire - MONTREAL,
QUEBEC – Relevium Technologies
Inc. (TSX.V – “RLV”)
and (Frankfurt: “6BX”)
(the “Company” or “Relevium”) a
consolidator of e-commerce assets in Health and Wellness is pleased
to announce today it
has executed a binding letter of intent (the “LOI”) to acquire the
assets of BioGanix Limited (“BGL”), a privately- held
nutraceutical company in Houston, Texas focused on heart, brain,
digestive health and joint support products sold through primarily
through e-commerce platforms.
The LOI
is binding, but subject to the execution of a definitive purchase
agreement, shareholder approvals from both companies and a
financing to be announced via press release at a later time. This
is an arm’s
length transaction and the parties
expect to sign a definitive agreement within the fourth week in
January 2017 and close at the same time or shortly
thereafter.
Pursuant
to the LOI, Relevium will be acquiring the assets of BioGanix
including inventories, e-commerce platforms, logistics platforms
and marketing software, trade names, trade-marks, trade secrets,
licenses, inventions and technology relating to the entire current
product line and pipeline of products in development. The
transaction excludes all current and future liabilities. The
aggregate purchase price of US$4.25 million, consisting of US$2.7
million in cash and a US$1.55 million two-year note carrying a
yearly interest rate of 8% payable quarterly. The note will carry a
convertibility clause allowing the holder to convert into common
stock at a strike price of $0.1396 subject to the approval of the
TSX Venture Exchange.
Relevium’s
President and CEO, Aurelio Useche stated that "We believe this
acquisition to be of significant importance to
Relevium’s
trajectory as we continue to execute our strategy of consolidating
highly profitable, primarily e-commerce
health
and wellness assets”. Mr. Useche continued: "We are impressed with
the quality of BioGanix nutraceutical products,
recognized brand and
top tier status for excellence in customer service”
According
to the internal financial information supplied during the due
diligence procedures, for the 12 month period ended September 30,
2016, BioGanix had total revenues of US$4M and net earnings of
US$1.3M. At September 30, 2016, BioGanix had total assets of
US$0.5M.
The
transaction was introduced by an arm’s length party and will be
subject to finder fees in accordance and compliance
with the
guidelines and limits set by Policy 5.1 of the TSX Venture
Exchange. The terms of the finder fees are subject to a variety of
conditions leading to the closing of the transaction. As such, the
terms will be disclosed via press release once they have been
finalized between the parties prior to successful
closing.
This
press release shall not constitute an offer to sell or the
solicitation of an offer to acquire any securities, nor shall there
be any sale of any securities in any state or other jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
the registration or qualification under the securities laws of any
such state or other jurisdiction.
On behalf
of the board and the management team we take this time thank all
our stakeholders for their commitment to our company. We wish you
all a happy and safe holiday season. All the best for
2017!
About Relevium Technologies Inc.
Relevium
is a TSXV listed company focused on growth through the acquisition
of businesses, products and/or technologies with a focus on
e-commerce in the growing health and wellness sector, specifically
under three important verticals: Pain Relief, Recovery and
Performance. Relevium Technologies Inc. currently holds patented
intellectual property for application of static magnetic fields on
direct-to-consumer devices, which aid in decreasing pain, improving
recovery time and enhancing overall physical
performance.