Cell Medx Corp. (PC) (CMXC) (CMXC)

[davidsson10]

Cell MedX Corp. Reacquires World Wide Exclusivity Rights for the eBalance(R) Device

Carson City, Nevada--(Newsfile Corp. - January 30, 2020) - Cell MedX Corp. (OTCQB: CMXC) (MUN: 9CX) ("Cell MedX" or the "Company"), a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness, is pleased to announce that the Company has repurchased the worldwide exclusive direct rights for distribution of its eBalance® devices.

Cell MedX identified two distribution market channels for sales of the eBalance® device, individual rights for home based use ("Direct Rights") and wholesale rights for use by clinics, doctors and practitioners ("Wholesale Rights"). On March 21, 2019, the Company entered into a definitive agreement granting Live Current Media Inc. ("LIVC") worldwide exclusive Direct Rights to the eBalance® device. For additional information please refer to the news release disseminated on March 27, 2019.

LIVC's decision to concentrate its efforts on the eSports Industry created an opportunity for the Company to reacquire the Direct Rights from LIVC. By reacquiring the Direct Rights, Cell MedX can assure that proper time and dedication is put towards customer service while at the same time giving the Company greater flexibility with its sales and marketing program.

In order to reacquire the Direct Rights Cell MedX agreed to pay LIVC a royalty on all sales of the eBalance® device up to an aggregate USD$507,500 calculated as follows;

$25 per eBalance® device sold by Cell MedX. This royalty will cease after the sale of 3,500 eBalance® devices, resulting in a total royalty of USD$87,500
$5 per month for each eBalance® device generating recurring monthly revenue, up to an aggregate royalty of USD$420,000
The above payments are to be made quarterly
If the recurring monthly revenue is changed or cancelled then Cell MedX will pay USD$145 per eBalance® device sold to an aggregate of USD$507,500.

In addition to the royalty, Cell MedX agreed to issue to LIVC share purchase warrants entitling LIVC to purchase up to two million (2,000,000) common shares of Cell MedX (the "CMXC share") as follows;

A warrant to acquire up to one million (1,000,000) CMXC shares at USD$0.50 per CMXC share (the "First Warrant")
A warrant to acquire up to one million (1,000,000) CMXC shares at USD$1.00 per CMXC share (the "Second Warrant")
The First Warrant and the Second Warrant expire three years after the issuance (the "Warrant Term")

Cell MedX shall have the right, but not an obligation, to accelerate the expiry date of the warrants. The First Warrant may be accelerated in case where the weighted average closing price (the "WACP") of the CMXC shares over any 30 consecutive trading day period that the CMXC shares trade on the OTC Market, or such other principal stock exchange or market, is equal to or greater than USD$1.00 per share. The Second Warrant may be accelerated when the WACP is equal to or greater than USD$1.75 per share. LIVC will have 30 days to exercise the warrants once LIVC receives an acceleration notice from CMXC.