TORONTO - March 10, 2021 - Datametrex AI Limited (TSXV: DM) (FSE: D4G) (OTC Pink: DTMXF) (the "Company" or "Datametrex") is pleased to announce that it has entered into a Letter of Intent (the "LOI") to acquire 100% of Perspectum Drone Inspection Services Ltd. ("Perspectum"), an arm's length privately held artificial intelligence drone imaging predictive analytic services company, incorporated under the laws of Alberta.
Subject to the completion of satisfactory mutual due diligence within thirty (30) days by Datametrex and Perspectum, under the terms and conditions of the LOI, Datametrex and Perspectum will enter into a Definitive Agreement ("Definitive Agreement"), pursuant to which Datametrex will acquire 100% of the issued and outstanding shares ("Transaction") of Perspectum.
"The impact of the acquisition of this AI business cannot be minimized. The demand for imaging predictive analytic reporting continues to be a large area of growth. As businesses and countries continue to work towards zero emissions and carbon neutral footprints, we believe that adding this imaging predictive AI element to our existing cybersecurity business will drive significant value for our stakeholders.", said Marshall Gunter, Datametrex's Chief Executive Officer.
Perspectum is a drone based imaging predictive analytics artificial intelligence (AI) services company, currently focusing on environmental and safety predictive analysis. Datametrex intends to expand the Perspectum platform into the Company's core Cybersecurity business by integrating the Company's AI with Perspectum.
It is anticipated that the Transaction will be structured as a share acquisition. Datametrex will acquire all of the securities of Perspectum. It is anticipated that the Definitive Agreement will be signed on or before March 31, 2021.
Closing of the Transaction is subject to a number of conditions, including but not limited to the following:
The Company will acquire all shares of Perspectum for an aggregate purchase price of CAD $3 million ("Purchase Price") to be satisfied through the issuance of common shares ("Consideration Shares") of Datametrex. The number of Consideration Shares to be issued shall be determined based on the Volume Weighted Average Price ("VWAP") of the common shares of the Company on the facilities of the TSX Venture Exchange for the thirty days prior to the closing date.
The Company will place a number of shares equivalent in value to $500,000 in escrow ("Escrow Shares"). The Escrow Shares held in escrow will automatically be released when Perspectum achieves gross revenue of $600,000 following the closing of the Transaction. Should Perspectum not achieve $600,000 of gross revenue in the 16 month period following the Transaction, the Escrow Shares will be cancelled.
Issuance of the Consideration Shares 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.
Datametrex will pay a 5% finders' fee in connection with the Transaction.
The Board of Directors and shareholders of Perspectum approving the Definitive Agreement and the transfer of the Perspectum shares to the Company in exchange for the payment of the Purchase Price.
The Company completing and being satisfied with the results of its due diIigence investigations.
The Transaction to be completed by April 30, 2021.
On closing of the Transaction,
Perspectum will become a wholly owned subsidiary of the Company.
Ty Pfeifer shall be appointed President of the subsidiary.
The Company shall fund the subsidiary with $550,000 to allow the subsidiary to complete its AI intergration and purchase a second drone/camera platform.
Perspectum was founded in early 2019 by third generation oil and gas specialists with the specific intent of providing industry with vanguard fugitive emissions detection services deploying drone technologies. With increased federal and provincial scrutiny of environmental and safety compliance, and within context of the new methane mitigation requirements, Perspectum understands the need for cutting-edge, all-season inspection services. Perspectum deploys multiple technologies including delivery platforms, sensors, software and data management. Perspectum provides the most efficient inspection services available while addressing all matters related to safety, environment, accuracy, reliability, and cost.
For additional information on Perspectum and other corporate information, please visit the Perspectum website at www.perspectum.ca.
Datametrex AI Limited is a technology-focused with exposure to Artificial Intelligence and Machine Learning through its wholly-owned subsidiary, Nexalogy (www.nexalogy.com). Datametrex's mission is to provide tools that support companies in fulfilling their operational goals, including Health and Safety, with predictive and preventive technologies. By working with companies to set a new standard of protocols through Artificial Intelligence and health diagnostics, Company provides progressive solutions to support the supply chain.
For additional information on Datametrex and other corporate information, please visit the Company's website at www.datametrex.com.
For further information, please contact:
Marshall Gunter - CEO Phone: (514) 295-2300 Email: firstname.lastname@example.org
Neither the TSX Venture Exchange nor it's 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:
All statements included in this press release that address activities, events, or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections, and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. In particular, there is no guarantee that the parties will successfully negotiate and enter into a definitive agreement on mutually acceptable terms or complete the Transaction in the manner contemplated herein, if at all, that the due diligence of any of the parties will be satisfactory, or that the parties will obtain any required board, shareholder, third-party and/or regulatory or other governmental approvals, if any. Readers should not place undue reliance on forward-looking statements. Except as required by law, the Company does not undertake to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.