TSX Venture Exchange
Symbol "DM"
TORONTO, June 1, 2018 /CNW/ - Datametrex AI Limited (the
"Company" or "Datametrex") (TSXV: DM, FSE:
D4G) is pleased to announce that Reg Technologies Inc. (the
"Company" or "RegTech") and Graph BlockChain Limited
("GBC" or "Graph Blockchain") announce that they have
entered into a non-binding Letter of Intent (the "LOI")
which outlines the general terms and conditions pursuant to which
RegTech and GBC have agreed to complete a transaction that will
result in RegTech acquiring all of the issued and outstanding
securities of GBC (the "Transaction") pursuant to a
reverse-takeover ("RTO"), resulting in pre-financing
valuation over C$39 Million.
The LOI was negotiated at arm's length and is effective as of
May 31, 2018. GBC is engaged in the
business developing state of the art private blockchain solutions
for corporations and government agencies and is a joint venture
company of Datametrex AI Limited (TSX V: DM) and its
San Francisco based joint venture
partner Bitnine Global Inc. ("Bitnine").
GBC had previously filed a Non-Offering prospectus (the
"NOP") on March 19, 2018 with
the Ontario Securities Commission ("OSC") in connection with
proposed distribution of the common shares of GBC held by
Datametrex to its shareholders and a proposed concurrent listing on
the Canadian Stock Exchange ("CSE"). On May 28, 2018, GBC withdrew its prospectus
application from the OSC. The Company decided to withdraw the NOP
in order to take GBC public via an RTO as it will allow GBC to do a
concurrent financing and set a valuation. GBC has matured
tremendously since the decision to go public via NOP was made,
including filing four patents in total with the United States
Patent and Trademark Office ("USPTO") and Korea Intellectual
Property Office ("KIPO"), it has signed contracts with
multi-billion dollar conglomerates (see directly below for press
releases), completed and delivered prototype solutions and as a
result, demand to participate in a financing has emerged. It is
management's view that an RTO will better position all stakeholders
as GBC transitions to be a stand alone public company, while at the
same time providing GBC to additional growth capital.
Prototype Solution contracts include:
- February 12 2018 – Contract for
Electric Power and Utility Project
- March 19 2018 – Contract With
Insurance Company, KB Life Insurance Co, Ltd.
- May 30 2018 - Graph Blockchain
Receives First Payment From IBM
Terms of the Transaction
It is currently anticipated that the Transaction will be
effected by way of merger, amalgamation, share exchange, plan of
arrangement, business combination or other similar form of
transaction as is acceptable to GBC and RegTech (the
"Parties").
RegTech and GBC will enter into a definitive agreement in
respect of the Transaction (the "Definitive Agreement")
pursuant to which the common shares of GBC will be exchanged for
123,333,333 common shares in the capital of RegTech (collectively,
the "Resulting Issuer Shares") at a deemed price of
C$0.30 per Resulting Issuer Share on
a pre-Consolidation (defined below) basis and pursuant to an
exchange ratio to be agreed to by the Parties in accordance with
the terms of the Definitive Agreement. The aggregate
pre-financing valuation on the proposed Transaction will result in
a combined market capitalization of C$39,079,890. In addition, GBC will have
the right but not the obligations to complete a private placement
of common shares at a price per share of C$0.30 for maximum gross proceeds of C$10,000,000 concurrent with the Transaction.
Datametrex currently holds an equity interest of 29.5% in GBC
and, as a result of the closing of the proposed Transaction,
Datametrex will hold an equity interest of approximately 28% in the
resulting issuer. Datatmetrex understands that there is
currently no commitment for an equity financing by GBC, however
should GBC decide to arrange an equity financing concurrently with
the closing of the proposed Transaction, Datametrex's equity
interest in the resulting issuer would be diluted on a pro rata
basis.
On or immediately prior to the completion of the Transaction, it
is anticipated that: (i) RegTech will effect a name change to Graph
Blockchain Inc. or such other name as may be determined by the
board of directors of GBC; and (ii) RegTech will consolidate (the
"Consolidation") its issued and outstanding common shares
(the "RegTech Shares") on the basis of one new RegTech Share
for every ten (10) RegTech Shares issued and outstanding on the
effective date of the Consolidation.
It is contemplated that upon exercise of the GBC Warrants
(defined below), the holders thereof will be issued Resulting
Issuer Shares.
Completion of the Transaction is conditional upon other things:
(i) the Parties and, if required, the shareholders of GBC (the
"GBC Shareholders") entering into the Definitive Agreement;
(ii) the satisfactory completion of all legal, business and
technical due diligence to the satisfaction of each party; and
(iii) the receipt of all required consents and approvals, including
without limitation, the approval of the TSX Venture Exchange (the
"TSXV") or the Canadian Securities Exchange (the
"CSE", and any one of the TSXV and CSE , the
"Exchange") to list the Resulting Issuer Shares for trading,
and the approval of the GBC Shareholders and, if required, the
shareholders of RegTech (the "RegTech Shareholders"), as may
be necessary to complete the Transaction.
Prior to, and as a condition of the completion of, the
Transaction, RegTech will complete a private placement of RegTech
Shares to raise minimum gross proceeds of C$300,000 at a price of C$0.15 per RegTech Share (the "Offering").
The net proceeds from the Offering will be used to pay the costs of
the Transaction and working capital purposes. Further details
regarding the Offering will be included in a subsequent news
release once additional details become available.
Signing of the Definitive Agreement is expected to occur on or
prior to June 15, 2018. The Parties
have agreed to complete the Transaction no later than August 31, 2018.
Upon completion of the Transaction, it is the intention of the
Parties that the Resulting Issuer will continue to focus on the
current business and affairs of GBC.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance.
Where applicable, the Transaction cannot close until the required
shareholder approval is obtained. There can be no assurance that
the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the
management information circular, listing or filing statement to be
prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon.
Insiders, Officers and Board of Directors of the Resulting
Issuer
The board of directors of the Resulting Issuer upon completion
of the Transaction is expected to consist of a minimum of three
directors, of which two will be independent, all of whom will be
appointed by GBC. In addition, it is anticipated that upon
completion of the Transaction, the current management of GBC will
become the management of the Resulting Issuer as set out below. In
addition, it is anticipated upon completion of the Transaction,
that Datametrex AI Limited and Bitnine Global Inc. will be insiders
as a result of holding more than 10 percent of the issued and
outstanding Resulting Issuer Shares.
Name
|
Office
|
Andrew Ryu
|
Chairman and Chief
Executive Officer
|
Peter Kim
|
President &
Chief Operating Officer
|
Jeff
Stevens
|
Chief Strategy
Officer
|
Steve Kang
|
Chief Financial
Officer
|
Niv Majar
|
Controller
|
Todd
Shapiro
|
Director
|
David
Posner
|
Director
|
RegTech will issue an additional news release including further
information with respect to the incoming board of directors and
other officers of the Resulting Issuer as soon as such titles are
formally determined.
About RegTech
RegTech was incorporated under the provisions of the Business
Corporations Act (British
Columbia) with its registered and head office in
Vancouver, British Columbia.
RegTech is a "reporting issuer" within the meaning of the,
Securities Act (British
Columbia) and Securities Act (Alberta) and is currently subject to a cease
trade order and its securities are not currently listed on any
Canadian stock exchange.
About Graph Blockchain
GBC is a private company, incorporated under the laws of
Canada. GBC has offices in
Toronto, Ontario, Silicon Valley,
California, and Seoul, Korea. GBC is a Blockchain development
company that provides high performance Blockchain solutions that
include graphic data analysis and consulting services,
implementation of data mining analysis through the use of graph
databases and speed enhancements of Blockchain control systems for
corporations and government agencies.
About Datametrex AI Limited
Datametrex AI Limited is a technology focused company with
exposure to four exciting verticals. Big Data, collecting data from
retail point of sales environments. Artificial Intelligence and
Machine Learning through its wholly owned subsidiary, Nexalogy
(www.nexalogy.com). Implementing Blockchain technology for secure
Data Transfers 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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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.
FORWARD LOOKING STATEMENTS
This news release contains "forward-looking information" and
"forward-looking statements" (collectively, "forward-looking
statements") within the meaning of the applicable Canadian
securities legislation, All statements, other than statements of
historical fact, are forward-looking statements and are based on
expectations, estimates and projections as at the date of this news
release. Any statement that involves discussions with respect to
predictions, expectations, beliefs, plans, projections, objectives,
assumptions, future events or performance (often but not always
using phrases such as "expects", or "does not expect", "is
expected", "anticipates" or "does not anticipate", "plans",
"budget", "scheduled", "forecasts", "estimates", "believes" or
"intends" or variations of such words and phrases or stating that
certain actions, events or results "may" or "could", "would",
"might" or "will" be taken to occur or be achieved) are not
statements of historical fact and may be forward-looking
statements. In this news release, forward-looking statements
relate, among other things, to: the terms and conditions of the
proposed Transaction; the terms and conditions of the proposed
Offering; use of funds; and the business and operations of the
Resulting Issuer after the proposed Transaction. Forward-looking
statements are necessarily based upon a number of estimates and
assumptions that, while considered reasonable, are subject to known
and unknown risks, uncertainties, and other factors which may cause
the actual results and future events to differ materially from
those expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: general business,
economic, competitive, political and social uncertainties; and the
delay or failure to receive board, shareholder or regulatory
approvals. 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 the
forward-looking statements and information contained in this news
release. Except as required by law, GBC and RegTech assume no
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they change, except
as required by law.
SOURCE Datametrex AI Limited