Relevium Technologies Inc. (TSX.V: “RLV”, OTCQB: “RLLVF” and
Frankfurt: “6BX”) (the “Company” or “Relevium”), is pleased to
announce the results of the Company's annual general and special
meeting (the "
AGM") held on September 6,
2019, in Montreal, Quebec. The Company is also pleased to
provide other general regulatory updates.
At the recent annual and special meeting of
shareholders held on Friday September 6, 2019, shareholders
overwhelming voted in favor of the following items: (i) re-election
of the board of directors of Relevium; (ii) appointment of
auditors, Guimond Lavallee Inc., Chartered Professional
Accountants; and (iii) authorization to voluntarily de-list the
common shares of the company from the TSX Venture Exchange and to
list the common shares on the Canadian Securities Exchange
(CSE).
Motions |
Votes For |
Election of Directors |
|
Aurelio
Useche |
97.97% |
Andre
Godin |
99.06% |
Pierre
Bertrand |
97.76% |
D. Tina
Sampalis |
99.06% |
Michel
Timperio |
99.06% |
|
|
Appointment of Auditor |
99.51% |
Voluntary delisting from TSV Venture and listing on
Canadian Securities Exchange |
97.13% |
A total of 22,207,371 Common Shares were present
in person or by proxy at the AGM, which constituted a quorum of
shareholders, and represented 15.46% of the 143,665,106 issued and
outstanding Common Shares entitled to vote as of the record
date for the AGM. For more information on the matters approved by
shareholders at the AGM, please refer to the Company's Management
Proxy Circular that is available on SEDAR (www.sedar.com).
Listing on the CSEThe purpose
for the change in the listing venue is to facilitate the Company’s
growth initiatives within the cannabinoids market in Canada, the
US, Europe and Latin America, specifically Columbia. This decision
is in line with the company’s move into the cannabis CPG and
Medical space at an international level.
Over the past year, the Company has stated its
intention to enter the CPG space with full spectrum hemp CBD
formulations through our portfolio of brands including LeefyLyfe®
subject to full compliance with the local legal context. In terms
of the medical and biopharma space, our subsidiary Biocannabix
Health Corporation is positioning itself as a leader in pediatric
endo-cannabinoid medicine. The Company’s is building a global
ecosystem of science, cultivation, extraction and retail that
currently includes Canada, Colombia and Europe. Aurelio Useche, CEO
stated: “Listing on the CSE and leveraging the markets’ vast
experience in cannabis will undoubtedly facilitate and support the
company’s developments in this space”. Other
Regulatory Matters
Private Placement of UnitsRelevium confirms that
in addition to the June 11, 2019 announcement of the closing of its
private placement of $0.08 units, the company has proceeded to
close two additional private placements: (i) 2,000,000 units,
at $0.08 per unit, for gross proceeds of $160,000 effective July 9,
2019; and (ii) 3,427,500 units, at $0.065 per unit, for gross
proceeds of $223,437.50 effective September 6, 2019, subject to
final acceptance by the exchange. In each case, the units are
comprised of one common share and one common share purchase warrant
exercisable to acquire one additional common share at a price of
$0.12 per share for a period of 12 months. All of the units are
subject to a four-month restricted period as required by applicable
securities laws. The proceeds of the private placements have been
added to the company’s working capital to fund ongoing projects and
commitments.
The Company paid a finder’s fee to EMD Financial
consisting of (i) $12,800 cash, (ii) 80,000 common shares and (iii)
80,000 warrants exercisable to acquire one additional common share
at a price of $0.12 per share for a period of 12 months, for the
July 9, 2019 closing, and another finder’s fee to EMD Financial
consisting of (i) $17,875 cash, and (ii) 343,750 common shares for
the September 6, 2019 financing.
CannaKids LicenseRelevium re-confirms, further
to its press releases of May 30, 2019, December 31, 2019 and
October 16, 2018, that it had renegotiated and restructured the
original investment transaction with CK Properties (the owner and
licensor of the CannaKids brand) in favour of an exclusive license
of intellectual property, including formulations, SOPs and patient
data for pediatric applications for the Canadian market. The
licensing agreement grants the exclusive Canadian rights to the
CannaKids IP including formulations, SOPs, dosing, titration and
patient data with a Royalty on sales of 13%. In addition, the
Company will be able to build upon CK Properties’ existing
infrastructure and standard operating procedures to launch the
brand across Canada and to expand CK Properties’ growing patient
network to support ongoing research for cancer, autism and
epilepsy, amongst other specialized applications.
As consideration for the licensing agreement,
Relevium confirms that it issued 11,733,333 common shares, at an
agreed issue price of $0.09 per share, representing a deemed value
of USD$800,000, as well as 5,866,666 warrants to acquire 5,866,666
shares at an exercise price of $0.15 per share expiring on April 8,
2020.
Finally, Relevium confirms, as already reflected
in its continuous disclosure filings, that it does not have any
right to become an equity holder in CK Properties.
Issuance of Convertible NotesRelevium confirms,
further to its press release of December 13, 2018, that it
completed, effective December 20, 2018, the private placement of an
aggregate of $2,352,971 of principal amount discounted notes for
net proceeds of $2 Million. The $2 Million is convertible into a
total of 12,333,334 common shares at a price of $0.15 per share.
The notes carry an interest based upon the 12-Month U.S. Dollar
LIBOR Interest Rate plus 8 percent per annum and will mature 24
months after issue, namely December 20, 2020. The first $1 Million,
originally structured as a simple loan in the Company’s yearly and
quarterly financial statements, was rolled into the foregoing issue
and the additional $1 Million was delivered upon closing. In
connection with the foregoing private placement, the Company issued
an aggregate of 9,500,000 common share purchase warrants giving the
holders the ability to purchase 9,500,000 shares at $0.15 for a
period of two years expiring on December 20, 2020.
The convertible notes form part of the facility
that the Company implemented in June 2017.
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, including medical cannabis.
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 the development of pediatric
endo-medicinal nutraceuticals with cannabinoid formulations for
therapeutic purposes.
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:
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