11:42:10 EDT Tue 23 Apr 2024
Enter Symbol
or Name
USA
CA



Datametrex AI Ltd
Symbol DM
Shares Issued 85,713,561
Close 2017-11-20 C$ 0.22
Market Cap C$ 18,856,983
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Datametrex completes Nexalogy acquisition, placement

2017-11-20 18:04 ET - News Release

Mr. Jeffrey Stevens reports

DATAMETREX ANNOUNCES COMPLETION OF ITS ACQUISITION OF NEXALOGY ENVIRONICS AND $5.75 MILLION PRIVATE PLACEMENT

Datametrex AI Ltd. has completed the acquisition of privately held 9172-8766 Quebec Inc. (doing business as Nexalogy Environics), a business intelligence and data analysis software provider to government agencies and Fortune 500 corporations. Under the terms and conditions of the acquisition, the company acquired all of the issued and outstanding common shares of Nexalogy and of 9225-6965 Quebec Inc., an affiliate of Nexalogy, for an aggregate purchase price of $6-million, less fees, expenses and debt adjustments made at closing. As partial consideration of the purchase price, Datametrex issued 13,817,273 common shares of the company to the sellers of Nexalogy. Under the terms and conditions of the acquisition, $600,000 in cash is payable to the sellers over a three-year period upon Nexalogy achieving certain agreed-upon revenue milestones.

"We are excited to welcome Claude Theoret and the Nexalogy team to Datametrex. They have developed a truly exceptional artificial intelligence (AI) solutions and business intelligence software product that, when combined with our [point-of-sale] technology, will provide a state-of-the-art data gathering and analysis platform that will be highly attractive to any number of customers seeking competitive insight, both in the private and public sectors," said Andrew Ryu, chief executive officer and chairman of the company.

The company is also pleased to announce the completion of a previously announced non-brokered private placement of 57.5 million units at a price of 10 cents per unit, for gross proceeds of $5.75-million, which had been oversubscribed. 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 15 cents for a period of 18 months after closing of the offering. In the event that the volume-weighted average trading price of the common shares on the TSX Venture Exchange equals or exceeds 20 cents 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, and, in such case, the warrant expiry date shall be deemed to be 5 p.m. (Toronto time) on the 15th day following the issuance of the warrant acceleration press release. Although the offering was non-brokered, the company compensated certain dealers and individuals who introduced subscribers to the company by way of (i) a cash fee to each such finder equal to 8 per cent of the aggregate gross proceeds of the subscribers introduced to the company by such finder; and (ii) an aggregate of 2,738,315 non-transferable common share purchase warrants (with identical terms as those warrants issued under the offering) to all the finders as a whole. Proceeds from the offering were used in connection with the acquisition and other working capital needs.

All securities issued in the offering, including warrants issued to finders, are subject to a hold period. Unless permitted by securities legislation, the common shares and warrants (and the underlying securities) may not be traded before March 21, 2018.

Certain insiders of the company participated in the offering and purchased an aggregate of 4.55 million units. 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, but is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders exceeded 25 per cent 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 the insiders of the company had not been confirmed at that time.

About Datametrex AI Ltd.

Datametrex is a big data company for retail, brands and other organizations. The company's DataTap technology captures sales data sent from the POS to the receipt printer and scanner, and then sends it to the cloud, so it can be presented on a dashboard for key decision making. The company is planning on integrating the DataTap environment to decentralized blockchains to further authenticate and validate the data collected.

About Nexalogy Environics

Nexalogy AI solutions unlock valuable insights from social media data. Through its proprietary semantic clustering algorithms, it provides insights and analysis that aren't available through traditional business intelligence technology. This technology makes data more relevant, and is the missing link in providing actionable social media intelligence to governments and organizations all over the world.

We seek Safe Harbor.

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