TORONTO, Nov. 20, 2017 (GLOBE NEWSWIRE) -- Datametrex AI Limited (the “Company” or
“Datametrex”) (TSXV:DM) (FSE:D4G) is pleased to announce that it has completed the acquisition of privately-held
9172-8766 Québec Inc. (doing business as Nexalogy Environics) (“Nexalogy”), a business intelligence and data
analysis software provider to government agencies and Fortune 500 corporations (the “Acquisition”). 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 Québec 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 Théoret 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 POS 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, CEO
and Chairman of the Company.
The Company is also pleased to announce the completion of a previously announced non-brokered private placement
of 57,500,000 units (each a “Unit”) at a price of $0.10 per Unit, for gross proceeds of $5,750,000 (the
“Offering”), 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 $0.15 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 $0.20 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. Although the Offering was non-brokered, the Company compensated certain dealers and individuals who
introduced subscribers to the Company (each a “Finder”) by way of (i) a cash fee to each such Finder equal to 8%
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 4,550,000 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 (“MI 61-101”), 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% 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 the Company
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. To learn more about the Company, visit: www.datametrex.com.
About Nexalogy
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.
To stay informed about Datametrex, please join our Investor Group on 8020 Connect http://bit.ly/2fPUNwF for all upcoming news releases, articles
comments and questions.
For further information, please contact:
Jeffrey Stevens – President & COO
Phone: (647) 400-8494
Email: 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.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities
laws. All statements, other than statements of historical fact, that address activities, events or developments that the Company
believes, expects or anticipates will or may occur in the future including, without limitation, statements relating to the
achievement of certain revenue milestones by Nexalogy, the successful combination of Nexalogy’s software with the Company’s
technology and the attractiveness of the Company’s technology to customers seeking competitive insight are forward-looking
information. This forward-looking information reflects the current expectations or beliefs of the Company based on information
currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results
of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are
realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the
Company. Factors that could cause actual results or events to differ materially from current expectations include, among other
things, the ability of management to successfully integrate Nexalogy into the Company’s business, the market failing to accept the
Company’s products and technology, the Company faces substantial competition whereby any rapid advances in technology discovered,
developed or commercialized by its competitors could cause the Company’s products to become obsolete, the ability to fund any
future capital needs on terms acceptable to the Company, and the Company’s growth strategy not achieving the anticipated
results.
Forward-looking information speaks only as of the date on which it is provided and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a
result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in
the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and
accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.