Toronto, Ontario, Mar 23, 2021 (Newsfile Corp via COMTEX) -- Toronto, Ontario--(Newsfile Corp. - March 23, 2021) - Datametrex AI Limited (otc pink:DTMXF) (the "Company" or "Datametrex") /zigman2/quotes/201317471/delayed DE:D4G -5.07% is pleased to announce that it has entered into a Letter of Intent (the " LOI ") on March 22, 2021, to acquire 100% of the issued and outstanding share capital of a telemedicine company () "Target" ), an arm's length privately held company, incorporated under the laws of the Province of British Columbia.
Pursuant to its confidentiality obligations, the identity of the Target is confidential and will be subsequently disclosed if the parties enter into a Definitive Agreement (as defined below).
Subject to the completion of satisfactory mutual due diligence within thirty (30) days from the date of the LOI by Datametrex and Target, respectively, pursuant to the terms and conditions of the LOI, Datametrex and the Target will enter into a Definitive Agreement ( "Definitive Agreement" ).
"The impact of the acquisition of this telemedicine AI business cannot be minimized. The demand for telemedicine continues to be a large area of growth particularly with the current pandemic. We believe that adding this telemedicine element to our existing AI business will drive significant value for our stakeholders," said Marshall Gunter, Datametrex's Chief Executive Officer.
The Target is a telemedicine company that is a subscription service that connects patients with providers or doctors in real time. Datametrex intends to integrate the Target's platform into the Company's core AI technology.
It is anticipated that the Transaction will be structured as a share acquisition. Datametrex will acquire all of the securities of Target. It is anticipated that the Definitive Agreement will be signed on or before April 15, 2021 or such other date as mutually agreed to by the parties.
Closing of the Transaction is subject to a number of conditions, including but not limited to the following:
The Corporation will acquire the Target Shares for an aggregate purchase price of CAD $12 million (the "Purchase Price" ). The Purchase Price shall be satisfied through the issuance of an aggregate of 60 million units (the "Consideration Units" ). Each Consideration Unit shall comprise one common share in the capital of the Company (a "Consideration Share" ) and a common share purchase warrant (a "Consideration Warrant" ) in the capital of the Corporation with an exercise price of $0.20 per Consideration Unit; and
Each Consideration Unit shall entitle the holder thereof to acquire one common share in the capital of the Corporation at an exercise price of $0.25 per share for a period of 24 months from date of issuance;
Issuance of the Consideration Units and its underlying securities shall be subject to the receipt of regulatory approvals including, without limitation, the approval of the TSX Venture Exchange (" TSXV ") and other conditions and will be subject to statutory hold periods under applicable securities legislation;
The Board of Directors and shareholders of Target approving the Definitive Agreement and the transfer of the Target shares to the Company in exchange for the payment of the Purchase Price; and
The Company and the Target completing and being satisfied with the results of its due diIigence investigations; and
The Transaction closing on or before April 15, 2021.
On closing of the Transaction:
Target will become a wholly owned subsidiary of the Company.
Datametrex will not assume any debt of the Target and the proposed acquisition of Target is not expected to constitute a fundamental change or result in a change of business for the Company, nor is it expected to result in a change of control of the Company within the meaning of applicable securities laws and the policies of the TSXV.