Relevium Announces Results of Annual Meeting of Shareholders and Updates Other Regulatory Matters
MONTREAL, Sept. 11, 2019 (GLOBE NEWSWIRE) — 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).
|Election of Directors|
|D. Tina Sampalis||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 CSE
The 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 Units
Relevium 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.
Relevium 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 Notes
Relevium 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 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.
President and CEO
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RELEVIUM TECHNOLOGIES INC