TSX Venture Exchange
Symbol "DM"
TORONTO, Aug. 30, 2018 /CNW/ - Datametrex AI Limited (the
"Company" or "Datametrex") (TSXV: DM, FSE:
D4G) is pleased to announce the implementation of an early
exercise warrant program (the "Program") designed to
encourage the early exercise of 52,415,000 unlisted warrants with
an exercise price of $0.15 per
warrant and an expiration date of May 20,
2019 and 11,058,175 unlisted warrants with an exercise price
of $0.15 per warrant with an
expiration date of June
6th, 2019 (the "Warrants"). The Program
will be open to eligible Canadian holders of the Warrants until
September 29, 2018 (the "Early
Exercise Period").
Based upon the expressed interest of some existing holders of
Warrants to directly own common shares (the "Graph Shares")
in the capital of Graph Blockchain Limited ("Graph
Blockchain"), a joint venture entity of the Company that
specializes in developing private blockchain solutions, the Company
wishes to offer the right to receive Graph Shares as an incentive
for the early exercise of the Warrants.
Details of the Early Exercise Warrant Program:
Subject to availability, each eligible holder of Warrants who
participates in the Program will receive one (1) common share
("DM Share") in the capital of the Company (at a value of
$0.06) and 0.3 Graph Shares (at a
deemed value of $0.09) for every one
(1) Warrant exercised. Put another way, each eligible holder of
Warrants will receive ten (10) DM Shares and three (3) Graph Shares
for every ten (10) Warrants exercised.
Datametrex will allocate 13,333,332 of the Graph Shares which it
currently holds in Graph Blockchain (at a deemed value of
$4,000,000) for allocation pursuant
to the terms of the Program. As a result, under the Program, the
Company may raise aggregate gross proceeds of up to $6,666,666 through the exercise of up to
44,444,440 Warrants, resulting in the issuance of up to 44,444,440
DM Shares and transfer of up to 13,333,332 Graph Shares.
Pursuant to the terms of the Program, any fractional DM Share or
Graph Share that a warrantholder is otherwise entitled to receive
will be rounded down to the nearest whole share. Insiders of the
Company who hold Warrants will not be eligible to participate in
the Program.
In the event that the number of Warrants exercised exceeds the
number of Graph Shares reserved under the Program, all
warrantholders who have exercised their Warrants will be subject to
a pro-rata adjustment. Any Warrants that are unable to be exercised
as a result of this pro-rata adjustment will be returned to holders
on their original terms.
Holders of Warrants who wish to participate in the Program will
agree to exercise their Warrants pursuant to the terms of such
Warrants and to deliver the required documentation in connection
with the Program.
If Warrants are not exercised prior to the end of the Early
Exercise Period, the Warrants will remain outstanding and continue
to be exercisable on the same terms applicable to such Warrants as
they existed prior to the Program.
The Program is subject to the approval of the TSX Venture
Exchange.
"This is an advantageous deal for all parties involved: 1) for
every ten Warrants exercised, the holder receives ten (10) full
common shares of Datametrex as well as three (3) shares in Graph
Blockchain, 2) existing shareholders of the Company are not further
diluted by an additional equity financing and 3) the Company does
not add extra leverage to its balance sheet. The proceeds from the
Warrant exercise will allow the Company to accelerate developments
of all its operating silos – Nexalogy, Graph Blockchain and Ronin
Blockchain Corp., which will further advance shareholder value,"
says Andrew Ryu, CEO and Chairman of
the Company.
About the Company
Datametrex AI Limited is a technology focused company with
exposure to four exciting verticals. Big Data and Systems
Integration. Artificial Intelligence and Machine Learning through
its wholly owned subsidiary, Nexalogy (www.nexalogy.com).
Implementing Blockchain technology through its joint venture
company, Graph Blockchain (www.graphblockchain.com). Industrial
scale Cryptocurrency Mining through its wholly owned subsidiary,
Ronin Blockchain Corp. (www.roninblockchain.com).
Additional information on Datametrex is available at:
www.datametrex.com.
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Forward Looking Statements
This news release contains "forward-looking information"
within the meaning of Canadian securities legislation.
Forward-looking information generally refers to information about
an issuer's business, capital, or operations that is prospective in
nature, and includes future-oriented financial information about
the issuer's prospective financial performance or financial
position.
The forward-looking information in this news release includes
disclosure about the Program, including the TSX Venture Exchange's
approval of the same.
Datametrex made certain material assumptions, including but
not limited to: prevailing market conditions; general business,
economic, competitive, political and social uncertainties; delay or
failure to receive board or regulatory approvals; the terms of the
Program; and the ability of Datametrex to execute and achieve its
business objectives, to develop the forward-looking information in
this news release. There can be no assurance that such statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, readers should not place undue reliance on
forward-looking statements.
Actual results may vary from the forward-looking information
in this news release due to certain material risk factors. These
risk factors include, but are not limited to: adverse market
conditions; the inability of Datametrex to complete the Program on
the terms disclosed in this news release, or at all; the
unavailability of exemptions from prospectus requirements for the
issuance of the shares of Graph Blockchain; regulatory risks as
well as those risk factors discussed or referred to in disclosure
documents filed by the Company with the securities regulatory
authorities in certain provinces of Canada and available at www.sedar.com. The
foregoing list of material risk factors and assumptions is not
exhaustive. Should any factor affect the Company in an unexpected
manner, or should assumptions underlying the forward looking
information prove incorrect, the actual results or events may
differ materially from the results or events predicted. Any such
forward-looking information is expressly qualified in its entirety
by this cautionary statement. Moreover, the Company does not assume
responsibility for the accuracy or completeness of such
forward-looking information. The forward-looking information
included in this news release is made as of the date of this news
release and the Company undertakes no obligation to publicly update
or revise any forward-looking information, other than as required
by applicable law.
The securities referred to in this news release have not
been, nor will they be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or
for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This news release does not constitute an offer for
sale of securities, nor a solicitation for offers to buy any
securities. Any public offering of securities in the United States must be made by means of a
prospectus containing detailed information about the company and
management, as well as financial statements.
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.
SOURCE Datametrex AI Limited