As announced in a letter from the CEO issued on
The purpose of this news release is to update shareholders on the progress of the proposed transaction.
APPROVAL FOR THE TRANSACTION AND UPDATED TERMS
The Company is pleased to announce it has received the support of the 2018 secured convertible noteholders (the “noteholders”) for the proposed transaction. Under the updated proposed terms for the transaction, the current notes, which are secured against all of the assets of the Company, will be exchanged for notes of
Newscope Capital will acquire fromRelevium all of the shares and memberships interests ofBGX E-Health LLC and the rights for the contract manufacturing company inMontreal, Quebec , which includes assuming the indebtedness relating to the outstanding notes with a principal and accrued interest obligation of$2.35 million , thereby reducing the purchase price being paid byNewscope Capital by an equivalent amount (see below for additional information).
- The term for the new notes, now an assumed liability by
Newscope Capital , shall be extended to 24 months following the closing date of the transaction, bearing the same interest rate, a conversion equal to the transaction price, namely$0.50 per share, and a mechanism for early repayment subject to the concurrent financing and listing of the shares ofNewscope Capital on the Canadian Securities Exchange (CSE).
- Without any restrictions,
Relevium undertakes to escrow the shares it receives fromNewscope Capital pursuant to the transaction to provide additional security to the noteholders.
Relevium will remain obligated to the noteholders with non-convertible notes totalling$325,000 , which is expected to be paid in instalments over four months. IfRelevium closes a significant financing, it is intended that the remaining notes will become accelerated and repaid in full.
The final terms of the transaction will be reflected in the Definitive Agreement between
The transaction is also subject to approval by the
UPDATED TERMS AND DEFINITIVE AGREEMENT
In view of the developments described above, the Company is also pleased to provide a summary of the updated terms of the transaction, subject to the execution of the Definitive Agreement between the parties.
Under the updated terms of the transaction,
- A minimum of
$500,000 in cash, of which$200,000 has already been advanced byNewscope Capital toRelevium in the form of a demand promissory note ranking only behind the security granted to the noteholders.
$7,150,000 in shares of Newscope, representing a total of 14.3 million shares at$0.50 per share.
Relevium has agreed to a 10% holdback on the transaction through the escrow of 1,430,000Newscope Capital shares for adjustments relating to certain revenue milestones ofBGX E-Health LLC , which shall be incorporated and duly disclosed in the Definitive Agreement to be entered into between the parties. Newscope is also assuming the performance earn-out thatRelevium would have had to accept in respect of the proposed contract manufacturing company business.
Newscope Capital is expected to raise a minimum of$1.5 million and up to a maximum of$5 million through a concurrent equity private placement of securities, with an issue price of no less than$0.50 . The final terms of the equity private placement are being negotiated.
About
Neither the
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
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
President and CEO
For more information about this press release: Tel: +1.888.528.8687
Email: investors@releviumcorp.com
Website: www.releviumtechnologies.com
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