Relevium Technologies Inc. (TSXV:RLV) entered into a nonbinding term sheet to acquire Med PPE Canada Inc. for CAD 10.4 million on November 23, 2021. Under the terms of the proposed transaction Relevium Technologies Inc. would acquire Med PPE for an initial consideration of CAD 2,400,000 payable through the issuance of 120,000,000 common shares in the capital of the Company on closing and an earnout purchase price of up to CAD 8,566,000, payable upon the achievement of certain Revenue and EBITDA targets for the Med PPE business for the 2021 and 2022 calendar years (the "Earnout Payments"). Post completion, Med PPE Canada Inc.'s team will join Relevium Technologies Inc.

Under the proposed terms, the vendors of the Med PPE shares would receive (i) a CAD 500,000 Earnout Payment if the Med PPE revenue for 2021 is CAD 7,200,000 and the amount of this Earnout Payment would increase by CAD 0.16 for every CAD 1 of revenue exceeding the CAD 7,200,000 target, to a maximum of CAD 1,000,000;
(ii) a CAD 375,000 Earnout Payment if the Med PPE EBITDA margin is equal to or greater than 5% for 2021 and the amount of this Earnout Payment would increase by CAD 150,000 for every 1% of EBITDA margin above 5%, to a maximum of CAD 1,500,000; (iii) a CAD 1,000,000 Earnout Payment if the Med PPE revenue for 2022 is CAD 9,800,000 and the amount of this Earnout Payment will increase or decrease by CAD 0.10 for every CAD 1 of revenue above or below the CAD 9,800,000 target, to a maximum of CAD 2,000,000; and (iv) a CAD 500,000 Earnout Payment if the Med PPE EBITDA for 2022 is CAD 300,000 and the amount of this Earnout Payment would increase or decrease by CAD 3.33 for every CAD 1 of EBITDA above or below the CAD 300,000 target, to a maximum of CAD 1,666,000 and with no Earnout Payment being paid for this item if EBITDA for 2022 is less than CAD 225,000. The Earnout Payments would be payable in common shares of the Company with the number of shares to be issued being calculated based on the volume weighted average trading price of the common shares of the Company for the 10 days preceding the date of issuance. Completion of the transaction is subject to customary closing conditions including the completion of due diligence, negotiation of definitive agreements and receipt of all necessary regulatory approvals including, without limitation, approval of the TSX Venture Exchange. Foundation Markets Inc provides financial advisory to Relevium Technologies Inc. on the transaction.

Relevium Technologies Inc. (TSXV:RLV) cancelled the acquisition of Med PPE Canada Inc. on February 11, 2022. Relevium and Med PPE have decided not to proceed with the proposed transaction.