Relevium Technologies Inc. completed its acquisition of all the business and assets of BioGanix Ltd. for about $4.5 million.
The deal consideration includes $1.9 million paid in cash, issuance of 6.7 million Relevium common shares at the price of the concurrent financing, $500,000 as a performance-based payment payable in cash on Dec. 31 and about $1.6 million in a two-year vendor take back convertible note with an annual interest rate of 8% payable quarterly.
The note will allow the holder to convert after an initial period of 12 months into common stock at a strike price of 13.96 Canadian cents per share.
Relevium also completed the initial closing of its debt and equity financing with gross proceeds of about C$4.3 million.
In addition, the company completed an initial closing of its equity private placement of 20,115,000 units at 10 Canadian cents per unit for gross proceeds of about C$2 million. Each unit comprises 1 common share and 1 warrant to buy a common share at 15 Canadian cents per share for a term of two years.
The company expects to close a second and final tranche on or before June 19.
Relevium said the private placement included the subscriptions from board members Michel Timperio and Pierre Bertrand of 100,000 units each, representing an aggregate investment of C$20,000 along with other investors.
The company also executed a note purchase agreement with AIP Asset Management, AIP Private Capital and a private lender consisting of a two-year secured convertible debenture facility of up to C$5 million with a coupon of U.S. LIBOR plus 8% and a conversion price of 15 Canadian cents per share.
Under the agreement, the holders bought tranche A notes in the aggregate principal amount of about C$2.6 million, of which about C$2.3 is convertible at 15 Canadian cents into a unit comprising 1 common share and 0.5 common share purchase warrant with a strike price of 20 Canadian cents valid for 24 months from the original issue date of the note.
All securities issued in connection with the BioGanix acquisition as well as the debt and equity financing are subject to a restricted period of four months and one day.
The entire financing and acquisition are subject to final approval by the TSX Venture Exchange.