TORONTO - January 22, 2021 - Datametrex AI Limited (TSXV: DM) (FSE: D4G) (OTC Pink: DTMXF) (the "Company" or "Datametrex") is pleased to announce that further to its press release dated January 7, 2021, it has entered into a share exchange agreement with Concierge Medical Consultants Inc. ("Concierge") and the shareholders of Concierge (the "Concierge Shareholders") effective January 19, 2021 (the "Definitive Agreement") to acquire 100% of Concierge's issued and outstanding securities (the "Transaction"). Concierge is an arm's length private telehealth and medical concierge services company incorporated under the laws of British Columbia.
"Health care is on the verge of a revolution, one that will be driven by A.I. technologies. Medical services are already strained by the growing demand for healthcare worldwide. By leveraging A.I. technologies, medical we will be able to provide services more quickly and accurately," said Marshall Gunter, CEO of Datametrex.
Summary of the Definitive Agreement
Pursuant to the Definitive Agreement, the Company will acquire all the issued and outstanding securities of Concierge for an aggregate purchase price of $750,000 (the "Purchase Price"). The Company will satisfy the Purchase Price by issuing $750,000 worth of common shares in the Company (the "Common Shares") on a pro-rata basis to the Concierge Shareholders - the deemed market price of the Common Shares to be issued will be determined seventy-two hours prior to the closing of the Transaction (the "Closing").
No finder's fee is payable in connection with the Transaction.
Pursuant to the Definitive Agreement, neither Concierge nor the Concierge Shareholders shall solicit or negotiate with another party with respect to the sale or disposition of the securities of Concierge prior to the earlier of the date of the Closing (the "Closing Date") and the Termination Date (as defined herein).
Conditions of the Definitive Agreement
The completion of the Transaction in accordance with the Definitive Agreement is subject to a number of conditions, including but not limited to the following: the receipt of all necessary approvals, including, without limitation, the approval of the TSX Venture Exchange (the "TSXV"); the approval of the Concierge Shareholders and directors of the Company (as applicable); no material adverse effect occurring to the business of the Company or Concierge; the Closing Date occurring prior to March 30, 2021 (the "Termination Date"); and the delivery of standard closing documents by each of the parties.
Operations of Concierge Upon Completion of the Transaction
Following the Closing, Concierge will become a wholly-owned operating subsidiary of the Company. The Company anticipates appointing a new board and management for Concierge following the Closing. In addition, concurrent with the Closing, the Company will enter into a service agreement with the founder and Chief Executive Officer of Concierge, Dr. Jibran Sharif.
Marshall Gunter, Datametrex's President and CEO commented, "With the acquisition of Concierge Medical, we are accelerating the diversification of our medical portfolio business and establishing a foundation for future expansion of remote telehealth service offerings. Concierge Medical's successful track record, rich patient relationships and emerging medical technology expertise and integration of Datametrex's artificial intelligence (AI) technology, make this transaction an ideal fit as we launch our telehealth service platform. This transaction is very attractive and will add to the company's cash flow over time, and is anticipated to improve our share price. We feel as well, it offers multiple opportunities for expansion in other provinces across Canada. We look forward to welcoming Dr. Sharif and his talented team to the Datametrex family on closing the transaction."
"There is a powerful alignment between Concierge and Datametrex given our shared mission to provide fast, reliable medical services, anywhere a patient requires it," said Dr. Jibran Sharif, Chief Executive Officer, Concierge Medical Consultants Inc. "All of our medical practitioners have broad experience in concierge services and medical capabilities in one of the most challenging medical environments in the last 100 years with the onset of the SARS-CoV-2 pandemic. This combination also represents an outstanding opportunity for us to accelerate both the investment in and the adoption of our remote telehealth service solutions more rapidly outside of our core medical clinic services. Our patient community is demanding more enhanced medical solutions, and joining forces with Datametrex as recognized leader in COVID-19 testing solutions will enable us to serve the community better."
Concierge is a small group of board-certified practicing emergency physicians who think that urgent care does not just happen in an Emergency Room or your doctor's office, it can happen anywhere at any time.
Dr. Jibran Sharif
Dr Jibran Sharif, MD, CCFP EM, RDMS, is the founder and CEO of Concierge Medical Consultants and grew up in Vancouver. He earned a degree in Economics at the University of British Columbia before graduating with a medical degree and residencies in Emergency Medicine and Ultrasound at the University of Sydney, University of Saskatchewan, and the University of Calgary, respectively. He is a full-time emergency physician in the GVRD and a Clinical lecturer with the faculty of Emergency Medicine at the University of British Columbia.
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
NONE OF THE SECURITIES TO BE ISSUED PURSUANT TO THE TRANSACTION HAVE BEEN OR WILL BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND ANY SECURITIES ISSUED PURSUANT TO THE TRANSACTION ARE ANTICIPATED TO BE ISSUED IN RELIANCE UPON AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
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
Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the Closing of the Transaction, the issuance of the Common Shares, the appointment of new management and directors to Concierge, receiving the necessary regulatory and third party approvals including the approval of the TSXV, and the continued operations of Concierge upon completion of the Transaction. In connection with the forward-looking information contained in this news release, the Company has made numerous assumptions regarding, among other things: TSXV approval of the Transaction, the fulfillment of the conditions of the Definitive Agreement, the ability of the management team of Concierge and the Company to continue to execute their respective business plans. While the Company considers these assumptions to be reasonable, these assumptions are inherently subject to significant uncertainties and contingencies.
Additionally, there are known and unknown risk factors which could cause the Company and Concierge's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information contained herein. Risk factors include: that regulatory approval may not be obtained on a timely basis, or at all; general economic conditions in Canada and globally; market volatility; unanticipated operating delays or halts in business; competition for and/or inability to retain services and inputs; the availability of capital on acceptable terms; the need to obtain required approvals from regulatory authorities; uncertainty related to the pandemic and COVID-19 health concerns; and changes in tax laws and incentive programs. All forward-looking information herein is qualified in its entirety by this cautionary statement, and the Company and Concierge disclaim any obligation to revise or update any such forward-looking information or to publicly announce the result of any revisions to any of the forward-looking information contained herein to reflect future results, events or developments, except as required by law.