Datametrex AI Limited (the “
Company” or
“
Datametrex”) (TSX-V:DM) (FSE:D4G) is pleased to
announce that it has entered into a binding letter of intent
(
“LOI”) to acquire all of the outstanding common
shares of Shoptalk Analytics Group Inc.
(“
Shoptalk”), a Toronto based data collection
company focused on independent pharmacies in the United States of
America (the
“Transaction”)
Pursuant to the terms of the LOI, the proposed
consideration for the Transaction is an aggregate amount of four
million dollars ($4.0 million CAD) payable by a combination of cash
and common shares (“Shares”) in the capital of the
Corporation on the following basis:
- $500,000 CAD on the Closing Date (as defined below) of which
50% shall be payable in cash and the remaining 50% shall be
satisfied by the issuance of Shares. The price at which the Shares
will be issued will be equal to the volume weighted average price
of the Shares on the TSX Venture Exchange for the twenty (20) days
prior to Closing Date;
- $500,000 CAD of which 50% shall be payable in cash and the
remaining 50% shall be satisfied by the issuance of Shares at the
time Shoptalk achieves the first milestone of 100 paying locations
within 6 months from the Closing Date (the “First
Milestone”). The price at which these Shares shall be
issued will be equal to the volume weighted average price of the
Shares for the twenty (20) days prior to achieving the First
Milestone;
- $1,000,000 CAD which will be satisfied by the issuance of
Shares at the time Shoptalk achieves the second milestone of an
aggregate of 200 locations within 12 months from the Closing Date
(the “Second Milestone”). The price at which the
Shares will be issued if the Second Milestone is achieved shall be
equal to the volume weighted average price of the Shares for the
twenty (20) days prior to achieving the Second Milestone;
and.
- $2,000,000 CAD which will be satisfied by the issuance of
Shares at the time Shoptalk on achieves the third milestone of an
aggregate of 500 paying locations within 26 months of Closing Date
(the “Third Milestone”). The price at which the
Shares will be issued if the Third Milestone is achieved shall be
equal to the volume weighted average price of the Shares for the
twenty (20) days prior to achieving the Third Milestone.
The Transaction is subject to the Corporation
and Shoptalk entering into a definitive acquisition agreement (the
“Acquisition Agreement”) which shall contain
customary terms and conditions for a transaction of this
nature.
The Transaction is anticipated to close on or
about February 5, 2018 (the “Closing Date”) and it
is anticipated that the Acquisition Agreement will be entered into
on or about January 31, 2018. The Transaction is subject to the
approval of the TSX Venture Exchange and certain conditions
pursuant to the terms of the LOI, including satisfactory of due
diligence.
"Shoptalk Analytics is looking forward to
joining the Datametrex family. With a proven footprint in the US
independent pharmacy sector, HIPPA compliant data collection
methods, and a growing loyalty member base, we provide the
independent pharmacy market (22,000 locations in the US alone) with
the tools to stay relevant and compete against the big pharmacy
chains by leveraging big data and rewards. The Datametrex
acquisition will further our reach into the market, and provide us
with valuable AI support in the areas of predictive analytics and
customer engagement," says Enmanuel Rumbos, Shoptalk's Chief
Executive Officer and President.
“The collection of POS (Point-of-Sale) and other
data from independent pharmacies is an integral part of the US
healthcare technology market. The US pharmaceutical sector was
valued around $446 billion in 2016. US healthcare standards such as
HIPAA (Healthcare Insurance Portability and Accountability Act) and
HL7 (Health Level Seven International) are more prevalent than
ever, and Shoptalk Analytic’s data collection platform will
integrate with these standards and protocols providing vital
information between healthcare providers. Datametrex sees the value
of the data in this sector and how the DataTap, Nexalogy AI and
Shoptalk will become a major business intelligence technology
solution for the US and international pharmacy market,” says Andrew
Ryu, Chairman and CEO.
About Shoptalk Analytics
Shoptalk provides technology hardware and
software to the US independent pharmacy market. The solutions
capture vital real-time POS and other related data for key decision
making by a number of healthcare providers. The company has a key
distribution agreement with McKesson
Corporation.
About the Company
Datametrex AI Limited is focused on the
collection of retail sales data, providing Government Agencies and
Fortune 500 corporations with Artificial Intelligence solutions and
implementing Blockchain technology for secure Data Transfers and
Cryptocurrency Mining.
Additional information on Datametrex is
available at: www.datametrex.com.
To stay informed about Datametrex,
please join our Investor Group on 8020
Connect http://bit.ly/2fPUNwF for
all upcoming news releases, articles comments and
questions.
For further information, please
contact:
Jeffrey Stevens – President &
COOPhone: (647) 400-8494Email:
jstevens@datametrex.com
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 includes certain
forward-looking statements within the meaning of Canadian
securities laws. Such forward-looking information and statements
are not representative of historical facts or information or
current condition, but instead represent only the Company`s belief
regarding future events, plans or objectives, many of which, by
their nature, are inherently uncertain and outside of the Company’s
control.
Generally, such forward-looking information or
statements can be identified by the use of forward-looking
terminology such as “plans”, “expects” or “does not expect”, “is
expected”, “budget”, “scheduled”, “estimates”, “forecasts”,
“intends”, “anticipates” or “does not anticipate”, or “believes”,
or variations of such words and phrases or may contain statements
that certain actions, events or results “may”, “could”, “would”,
“might” or “will be taken”, “will continue”, “will occur” or “will
be achieved”.
The forward-looking information contained herein
includes, but is not limited to, statements regarding the terms,
timing and completion of the proposed Transaction. By identifying
such information and statements in this manner, the Company is
alerting the reader that such information and statements are
subject to known and unknown risks, uncertainties and other factors
that may cause the actual results, level of activity, performance
or achievements of the Company to be materially different from
those expressed or implied by such information and statements.
Although the Company believes that the
assumptions and factors used in preparing, and the expectations
contained in, the forward-looking information and statements are
reasonable, undue reliance should not be placed on such information
and statements, and no assurance or guarantee can be given that
such forward-looking information and statements will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information and
statements. Accordingly, readers should not place undue reliance on
any forward-looking information or statements contained in this
press release.
The forward-looking information contained in
this press release is made as of the date hereof, and the Company
does not undertake to update any forward-looking information that
is contained or referenced herein, whether as a result of new
information, future events or otherwise, except in accordance with
applicable securities laws. All subsequent written and oral forward
looking information and statements attributable to the Company or
persons acting on its behalf are expressly qualified in its
entirety by this notice.
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