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.
About Datametrex
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 & COOPhone: (647) 400-8494Email:
jstevens@datametrex.com
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.
Forward-Looking Statements
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.
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