OTTAWA, ONTARIO--(Marketwired - July 5, 2016) - Maestro Capital Corporation (TSX VENTURE:MCP.P) ("Maestro") a capital pool company ("CPC") under the policies of the TSX Venture Exchange (the "Exchange"), and Montreal-based Relevium Technologies Inc. (TSX VENTURE:RLV)(FRANKFURT:6BX) (the "Company" or "Relevium"), are pleased to announce that they have agreed to the terms of participation by Maestro in a non-brokered private placement offering (the "Private Placement").
Pursuant to the terms of the Private Placement, Maestro will subscribe by way of subscription agreement for a minimum of 1,500,000 units (the "Units") of Relevium at a per Unit price of $0.10 for gross proceeds of $150,000. Each Unit will consist of one common share in the capital of Relevium (a "Relevium Share") and one-half of one common share purchase warrant, each whole warrant (a "Warrant") will entitle Maestro to purchase one common share in the capital of Relevium at a per share price of $0.15 for a period of 36 months from the date of closing of the Private Placement. A total of up to 5,000,000 Units will be offered by Relevium under the Private Placement, which may close in one or more tranches, for total gross proceeds of up to $500,000. All securities issued by Relevium to Maestro in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the date of issuance of the securities in accordance with applicable securities legislation.
Maestro anticipates that it will invest the majority of its available cash reserves in the purchase of the Units, except for such amounts as are necessary to settle accounts payable and the costs of the Dissolution (as defined and described below). The net proceeds of the Private Placement will be used by Relevium for its general corporate purposes. Upon completion of the Private Placement, Maestro will distribute the Relevium Shares and Warrants pro rata to its shareholders (the "Distribution") and thereafter apply to be delisted from the Exchange and dissolved (the "Dissolution").
Maestro will obtain shareholder approval for the Private Placement, the Distribution and the Dissolution (collectively, the "Transaction") on August 15, 2015 at a special meeting of shareholders. The Transaction is intended to serve as Maestro's Qualifying Transaction under Exchange Policy 2.4, the effect of which will be that the shareholders of Maestro will become shareholders of Relevium, and Maestro will be delisted and cease to exist. The Transaction is not a non-arm's length Qualifying Transaction or a related party transaction pursuant to the policies of the Exchange, however, Aurelio Useche is as Director of Maestro and the spouse of Leena Lakdawala, CEO of Relevium.
In addition, and in accordance with the agreement between Maestro and Relevium, at any time following closing of the Private Placement and prior to its Dissolution, Relevium will be selecting a representative from Maestro to join its board of directors.
Completion of the proposed Transaction is subject to a number of conditions, including but not limited to, execution by the parties of a form of subscription agreement for the Private Placement, the receipt of all requisite corporate and regulatory approvals, including Exchange acceptance. The Exchange's acceptance of the Transaction will be conditional, among other things, on Maestro filing with the Exchange all documents in compliance with Exchange CPC Policy requirements. The proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Sean Caulfeild, CEO of Maestro stated: "Consistent with our mandate as a CPC, the board of Maestro Capital has decided to invest in Relevium Technologies, a health and wellness company involved in the consolidation of proprietary E-Retail businesses and technologies in a solid and growing marketplace. We are pleased to be able to contribute to the funding of the target and its value creation proposition, which we hope will translate into value to our CPC shareholders".
Leena Lakdawala, CEO of Relevium stated: "We are very pleased with the vote of confidence received today from Maestro Capital and its constituents. We have every intention to follow through on our current initiatives and we look forward to welcoming all of Maestro's shareholders into Relevium".
About Maestro Capital Corporation
Maestro is a capital pool company (a "CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the Exchange's CPC policy, until the completion of its qualifying transaction, Maestro will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.
About Relevium Technologies Inc.
Relevium is a TSXV listed company focused on growth through the acquisition of businesses, products and/or technologies within the scope of the expanding health and wellness sector, specifically under three important verticals: Pain Relief, Recovery and Performance. Relevium currently holds patented intellectual property for application of static magnetic fields on direct-to-consumer devices, which aid in decreasing pain, improving recovery time and enhancing overall physical performance.
On Behalf of the Board of Directors
MAESTRO CAPITAL CORPORATION
Sean Caulfeild, CEO and Director
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the business and operations of Maestro or the Company. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals; and the ability of the Company to execute and achieve its business objectives. 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. There can be no assurance that the conditions to the transactions contemplated by the potential letter of intents will be satisfied or that those transactions will be completed. Maestro disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.