Datametrex Announces Completion of Private Placement and Management Changes
TORONTO, Feb. 07, 2019 (GLOBE NEWSWIRE) — Datametrex AI Limited (the “Company” or “Datametrex”) (TSXV: DM, FSE: D4G) announces that it has ended its previously-announced non-brokered private placement (the “Offering”) of units (each a “Unit”) and that no further tranches will be completed. An aggregate of 22,044,000 Units at a price of $0.05 per Unit were sold under a single tranche on January 25, 2019 for aggregate gross proceeds of $1,102,200.
Each Unit consisted of one common share in the capital of the Company and one common share purchase warrant, with each warrant exercisable into one common share at a price of $0.08 for a period of 18 months after closing of the Offering (the “Warrant Expiry Date”). In the event that the volume-weighted average trading price of the common shares on the TSX Venture Exchange equals or exceeds $0.12 per common share for any period of 15 consecutive trading days, the Company may, at its option, within 10 business days following such 15-day period, accelerate the Warrant Expiry Date by issuing a press release (a “Warrant Acceleration Press Release”), and, in such case, the Warrant Expiry Date shall be deemed to be 5:00 p.m. (Toronto time) on the 15th day following the issuance of the Warrant Acceleration Press Release. The Company intends to use the aggregate net proceeds of the Offering for research and development and general working capital purposes.
Although the Offering was non-brokered, the Company compensated a dealer that introduced subscribers to the Company (a “Finder”) by way of: (i) a cash finder’s fee equal to 8% of the aggregate gross proceeds of the subscribers introduced to the Company by such Finder; and (ii) 564,800 non-transferable common share purchase warrants (on terms identical to those warrants under the Offering), representing 8% of the aggregate Units of the subscribers introduced to the Company by such Finder.
The securities issued in connection with this first tranche of the Offering, including the Finder’s warrants, are subject to a four-month hold period ending on May 26, 2019. Certain insiders of the Company participated in the first tranche of the Offering and purchased an aggregate of $545,000 (10,900,000 Units), which includes $300,000 (6,000,000 Units) from Andrew Ryu, CEO of the Company, and $120,000 (2,400,000 Units) from Jeffrey Stevens, President and COO of the Company. Participation of such insiders in the Offering constituted a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), but was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of the securities issued to the insider nor the consideration paid by the insider exceeded 25% of the Company’s market capitalization. None of the Company’s directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of insiders of the Company had not been confirmed at that time.
Datametrex also announces that Claude Théoret has resigned as President and a director of Nexalogy Environics (“Nexalogy”), a subsidiary of the Company. Marshall Gunter, CEO of Nexalogy, will assume Mr. Théoret’s former responsibilities.
Datametrex AI Limited is a technology focused company with exposure to Artificial Intelligence and Machine Learning through its wholly owned subsidiary, Nexalogy (www.nexalogy.com) and Implementing Blockchain technology for secure Data Transfers through its investee company, Graph Blockchain (www.graphblockchain.com).
Additional information on Datametrex is available at: www.datametrex.com
For further information, please contact:
Jeffrey Stevens – President & COO
Phone: (647) 400-8494
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.
This press release contains “forward-looking information” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking information. In some cases, forward-looking information can be identified by words or phrases such as “may”, “will”, “expect”, “likely”, “should”, “would”, “plan”, “anticipate”, “intend”, “potential”, “proposed”, “estimate”, “believe” or the negative of these terms, or other similar words, expressions and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy.
The forward-looking information contained in this press release includes information relating to the potential acceleration of the Warrant Expiry Date and the use of the net proceeds of the Offering. Forward-looking information is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances. While we consider these assumptions to be reasonable based on information currently available to management, there is no assurance that such expectations will prove to be correct.
By their nature, forward-looking information is subject to inherent risks and uncertainties that may be general or specific and which give rise to the possibility that expectations, forecasts, predictions, projections or conclusions will not prove to be accurate, that assumptions may not be correct and that objectives, strategic goals and priorities will not be achieved. A variety of factors, including known and unknown risks, many of which are beyond our control, could cause actual results to differ materially from the forward-looking information in this press release. Such factors include, without limitation, those discussed in the Company’s current MD&A and Annual Information Form, both of which have been filed on SEDAR and can be accessed at www.sedar.com.
Readers are cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information. The forward-looking information contained herein is made as of the date of this press release and is based on the beliefs, estimates, expectations and opinions of management on the date such forward-looking information is made. The Company undertakes no obligation to update or revise any forward-looking information, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.