Relevium Technologies Inc. (TSXV:RLV, OTCQB:RLLVF and Frankfurt:6BX) (the “Company” or “Relevium”), is pleased to announce its wholly- owned subsidiary, Biocannabix (“BCX”), has executed an Agreement (the “Agreement”) to acquire 100 percent of the shares of Weedsense Inc. (“Weedsense”), a late stage applicant for a Standard Processing and Medical Sales license under the Cannabis Act, for an aggregate purchase price of $2,000,000 subject to the achievement of certain milestones.
Weedsense is a Montreal- based business that will build a wholesale and distribution facility outside of the downtown core. Weedsense will be purchasing wholesale or bulk products from other Health Canada licensed producers or processors and will be distributing cannabis and cannabis-derived products directly to medical patients.
Weedsense may also service the recreational market by acting as a distributor to Provincially sanctioned wholesalers such as the Ontario Cannabis Store (“OCS”) or Société Québécoise du Cannabis (“SQDC”). Excess capacity at the facility may be rented out once fully licensed, and Weedsense can and may act as a secured storage facility or third party logistics (“3PL”) partner for other market participants who seek direct access to the Quebec market who are in need compliant storage or pick/pack solutions.
Weedsense has applied for a Standard Processing and a Medical Sales license under the Cannabis Act through Health Canada and has since received a positive Status Update to build the project. The facility will be built out to EU GMP standards and will seek EU GMP certification in the near future.
Dave Shepard, CEO and Co-Founder of Weedsense Inc. stated: “We began the transactional process with Relevium in May for a direct investment and, through the last few months, both parties concluded that a full acquisition was the most beneficial avenue for generating shareholder value as well as executing on the buildup of the Weedsense facility.”
Sasha Asgary, COO and Co-Founder of Weedsense stated: “The intended purpose of Weedsense is to solve some of the major supply chain issues that are prevalent in the cannabis market today which include getting products to the medical and recreational markets.” Mr. Asgary continued: “With Cannabis 2.0 coming into effect today, the already fragmented upstream will be further complicated by a host of new suppliers of derivative products nationwide. We think that, in collaboration with Relevium, Weedsense will be in a position to offer a superior user experience to all potential customer and client verticals be it on a D2C or B2B basis or as a service provider within the industry.”
Aurelio Useche, CEO of Relevium stated: “The acquisition of Weedsense is an important milestone for Relevium and Biocannabix as the acquisition of this late stage applicant will help us accelerate our path in distributing cannabis products within our home market in Canada.” Mr. Useche further stated: “Once the Weedsense facility receives approval from Health Canada, we will be able to hold inventory and distribute any products regulated under the Cannabis Act most notable of which will be the CannakidsTM products. This will be the beginning of generating significant Canadian revenues under Biocannabix. We are thrilled to have executed this agreement and look forward to working with Dave and Sasha on building out the facility and building up the business.”
The aggregate purchase price (the “Purchase Price”) payable by Relevium (the “Purchaser”) to Weedsense (the “Vendor”) is $2,000,000, payable in four performance-based installments.
Upon the execution of the Agreement, Relevium will make an initial payment of $500,000 of the Purchase Price (the “Initial Deposit Amount”) by issuing and delivering an aggregate of 7,142,857 Purchaser Shares.
Subsequent to the Initial Payment, Purchaser will pay the balance of the Purchase Price as follows:
- On the day of submission of the Site Video Evidence Package to Health Canada, the Purchaser shall pay an additional $500,000 of the Purchase Price in cash or shares by issuing and delivering an aggregate of 7,142,857 Purchaser Shares (the “Second Deposit Amount”);
- On the date of the grant of the Cannabis License to the Vendor, the Purchaser shall pay an additional $500,000 of the Purchase Price in cash or shares by issuing and delivering an aggregate of 7,142,857 Purchaser Shares (the “Third Deposit Amount”); and
- Upon the earlier of (i) the first sale of any cannabis product by the Vendor to any customer, which may include any distributor, wholesaler, retailer or other consumer of cannabis products (the “Date of Commercialization”) and (ii) the first anniversary of the date of the grant of the Cannabis License to the Vendor, the Purchaser shall pay the final $500,000 of the Purchase Price in cash or shares by issuing and delivering an aggregate of 7,142,857 Purchaser Shares (at the election of the Vendors).
Within 30 days following the first 12 months of operations of Weedsense commencing on the Date of Commercialization, the Purchaser shall cause the Vendor to prepare an accounting of its gross sales during such 12 month period, prepared in accordance with Canadian generally accepted accounting principles applicable to private enterprises (the “Statement of Sales”). Within two Business Days after the preparation of the Statement of Sales, the Purchaser shall deliver the Statement of Sales, and all related supporting and background documentation, to the Vendors. If the gross sales as shown on the Statement of Sales is equal to or greater than $1,250,000.00, the Purchaser shall pay an aggregate of $250,000 in cash.
On the date of the Agreement, the Purchaser shall pay to the Vendor the amount of $10,000 in immediately available funds for the purposes of funding the Vendor’s operating expenses. Commencing in the first month following the date of this Agreement, and continuing through to and including February 2020, the Purchaser shall pay to the Vendor $5,000 per month for the purposes of funding the Vendor’s operating expenses.
By no later than March 1, 2020, the Purchaser shall pay to the Vendor, the amount of $750,000 in immediately available funds for the purposes of funding the build-out of the Facility, including leasehold improvements and other modifications to the Facility, in order for the Vendor to seek to obtain the Cannabis License (the “Facility Build-Out Funds”).
By no later than May 31, 2020, the Vendor shall use its commercially reasonable efforts to submit a Site Video Evidence Package to Health Canada in support of the application for the Cannabis License and thereafter shall use its commercially reasonable efforts to diligently pursue the issuance of the Cannabis License from Health Canada.
The Transaction contemplated in the Agreement will close once the Vendor shall have obtained the Cannabis License from Health Canada and all payments necessary will have been delivered by the Purchaser.
The transaction is subject to regulatory approvals including TSX venture Exchange.
About Weedsense Inc.
Weedsense Inc. is a Montreal (Canada) based business that is seeking to build a wholesale and distribution facility outside of the downtown core.
Weedsense will not be cultivating any cannabis at its facility. The Company will be purchasing wholesale or bulk products from other Health Canada licensed producers or processors and distributing directly to medical patients. Patients in the Montreal Metro area may enjoy same day delivery and national clients will enjoy national standard delivery times.
Weedsense may also service the recreational market by acting as a distributor to Provincially sanctioned wholesalers such as the Ontario Cannabis Store (“OCS”) or Société Québécoise du Cannabis (“SQDC”).
Excess capacity at the facility may be rented out. Weedsense can and may act as a secured storage facility or third-party logistics (3PL) partner for other market participants who seek direct access to the Quebec market, need compliant storage or pick/pack solutions.
Weedsense has applied for a Standard Processing and a Medical Sales licenses through Health Canada and has received a positive Status Update to build. The facility will be built out to EU GMP standards.
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 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 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 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 using 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.