TORONTO, Jan. 07, 2019 – Datametrex AI Limited (the “Company” or “Datametrex”) (TSXV: DM, FSE: D4G) announces that it intends to complete a non-brokered private placement of up to 30,000,000 units (each a “Unit”) at a price of $0.05 per Unit, for gross proceeds of up to $1,500,000 (the “Offering”). The Company may, at its sole discretion, increase the size of the Offering by up to 20% (an additional 6,000,000 Units for an aggregate of 36,000,000 Units) at any time up to 48 hours before the closing the Offering.
Each Unit consists 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 net proceeds of the Offering for research and development and general working capital purposes. Closing of the Offering may occur in one or more tranches with the closing of the first tranche expected to occur on or about January 18, 2019.
Although the Offering will be non-brokered, the Company may, as compensation to dealers and individuals that introduce subscribers to the Company (each a “Finder”), and subject to regulatory approval: (i) pay a cash finder’s fee to each Finder equal to 8% of the aggregate gross proceeds of the subscribers introduced to the Company by such Finder; and (ii) issue non-transferable common share purchase warrants to each Finder (with terms identical to those warrants issued under the Offering) equal to 8% of the aggregate Units of the subscribers introduced to the Company by such Finder.
The Offering is subject to certain conditions, including (but not limited to) the receipt of approval from the TSX Venture Exchange. The securities issued in connection with this private placement will be subject to a four-month hold period. Insiders may participate in the Offering.
Appointment of New Director
The Company also announces the appointment of Richard G. Stone to the board of directors of Datametrex. Mr. Stone is Chief Executive Officer of Stone Investment Group Limited (“SIG”), an independent, Canadian‐owned wealth management company and the parent company to its wholly owned subsidiary, Stone Asset Management Limited (“SAM”). SAM is an active asset manager providing disciplined execution of a proprietary investment process for a family of open‐ended mutual funds, a pooled fund, and private wealth management services. Mr. Stone founded SIG’s predecessor, Stone & Co. Limited, in 1995. He has extensive experience involving the creation, promotion, operation and management of a wide variety of investment funds. He began his investment career in 1979 as an advisor, working directly with individual investors to help them develop the framework to achieve their long-term financial goals. From 1986 to 1994, Mr. Stone moved to the distribution side of the mutual fund industry where he held senior management positions at Canadian investment firms.
Mr. Stone is considered an independent director under National Instrument 52-110. Mr. Stone’s appointment is subject to the approval of the TSX Venture Exchange.
Update on Canntop AI Subsidiary
Further to its press releases of October 16, 2018 and October 24, 2018, the Company announces that its subsidiary, Canntop AI Inc. (“Canntop”) has chosen to defer its previously announced arm’s length private placement of 8,000,000 common shares (“Canntop Shares”) at a price of $0.25 per Canntop Share for gross proceeds of $2,000,000 (the “Canntop Private Placement”).
Company management intends to revisit the possibility of proceeding with the Canntop Private Placement in the first quarter of 2019.
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).
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 news 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 terms and completion of the proposed Offering, the use of the net proceeds of the Offering and the postponement of the Canntop Private Placement. 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.