Relevium Technologies Inc. (RLV: CA) has provided the following update to its press release of Dec. 22, 2016, announcing a binding letter of intent to acquire the assets of BioGanix Ltd. (BGL), a privately held nutraceutical company in Houston, Tex., focused on heart, brain, digestive health and joint support products sold through primarily through e-commerce platforms.
Concurrent financing
In connection with the completion of the transaction, the company has entered into an engagement letter with WCM Capital, whereby WCM has agreed to act as lead agent in a private placement offering with aggregate gross proceeds of up to $7.5-million on a subscription receipt basis. The private placement will comprise a new equity and/or debt issuance. The company will issue up to 37,000,000 million units at a price of $0.10 per unit, with each unit being comprised of one common share and one half warrant at $0.15 with a term of two years (the “Units”). In conjunction with the equity private placement, the company may issue up to $5M in long term debt (“the Debt”), thereby proportionately reducing the equity component of the total $7.5 Million Offering. The terms of the Debt will be announced in a subsequent press release, as applicable.
The gross proceeds from the Offering, less any amounts used to pay the fees and expenses of the Agents (the “Escrowed Proceeds”), will be held in escrow pending the satisfaction of the release conditions, whereupon the Units and Debt underlying the subscription receipts will be issued to holders thereof, and the Escrowed Proceeds will be paid to the Company. In the event the Transaction does not occur within three months of the closing date of the Offering, the aggregate purchase price of the Subscription Receipts shall be returned to the holders thereof on a pro rata basis without any deduction or interest, and the Subscription Receipts shall be automatically cancelled.
Pursuant to the Engagement Letter, the Agents shall be paid a cash commission equal to 7% of the gross proceeds raised under the Offering and shall be issued broker warrants equal in number to 7% of the gross proceeds raised, each broker warrant entitling the holder to acquire one common share at an exercise price of $0.15 per Unit for a period of three years from the date of issuance.
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