Datametrex Announces Early Exercise Warrant Program

TSX Venture Exchange
Symbol "DM"

TORONTO, Aug. 30, 2018 /CNW/ - Datametrex AI Limited (the "Company" or "Datametrex") (TSXV: DM, FSE: D4G) is pleased to announce the implementation of an early exercise warrant program (the "Program") designed to encourage the early exercise of 52,415,000 unlisted warrants with an exercise price of $0.15 per warrant and an expiration date of May 20, 2019 and 11,058,175 unlisted warrants with an exercise price of $0.15 per warrant with an expiration date of June 6^th, 2019 (the "Warrants"). The Program will be open to eligible Canadian holders of the Warrants until September 29, 2018 (the "Early Exercise Period").   

Based upon the expressed interest of some existing holders of Warrants to directly own common shares (the "Graph Shares") in the capital of Graph Blockchain Limited ("Graph Blockchain"), a joint venture entity of the Company that specializes in developing private blockchain solutions, the Company wishes to offer the right to receive Graph Shares as an incentive for the early exercise of the Warrants.

Details of the Early Exercise Warrant Program:

Subject to availability, each eligible holder of Warrants who participates in the Program will receive one (1) common share ("DM Share") in the capital of the Company (at a value of $0.06) and 0.3 Graph Shares (at a deemed value of $0.09) for every one (1) Warrant exercised. Put another way, each eligible holder of Warrants will receive ten (10) DM Shares and three (3) Graph Shares for every ten (10) Warrants exercised.

Datametrex will allocate 13,333,332 of the Graph Shares which it currently holds in Graph Blockchain (at a deemed value of $4,000,000) for allocation pursuant to the terms of the Program. As a result, under the Program, the Company may raise aggregate gross proceeds of up to $6,666,666 through the exercise of up to 44,444,440 Warrants, resulting in the issuance of up to 44,444,440 DM Shares and transfer of up to 13,333,332 Graph Shares.

Pursuant to the terms of the Program, any fractional DM Share or Graph Share that a warrantholder is otherwise entitled to receive will be rounded down to the nearest whole share. Insiders of the Company who hold Warrants will not be eligible to participate in the Program.

In the event that the number of Warrants exercised exceeds the number of Graph Shares reserved under the Program, all warrantholders who have exercised their Warrants will be subject to a pro-rata adjustment. Any Warrants that are unable to be exercised as a result of this pro-rata adjustment will be returned to holders on their original terms. 

Holders of Warrants who wish to participate in the Program will agree to exercise their Warrants pursuant to the terms of such Warrants and to deliver the required documentation in connection with the Program. 

If Warrants are not exercised prior to the end of the Early Exercise Period, the Warrants will remain outstanding and continue to be exercisable on the same terms applicable to such Warrants as they existed prior to the Program.

The Program is subject to the approval of the TSX Venture Exchange.

"This is an advantageous deal for all parties involved: 1) for every ten Warrants exercised, the holder receives ten (10) full common shares of Datametrex as well as three (3) shares in Graph Blockchain, 2) existing shareholders of the Company are not further diluted by an additional equity financing and 3) the Company does not add extra leverage to its balance sheet. The proceeds from the Warrant exercise will allow the Company to accelerate developments of all its operating silos – Nexalogy, Graph Blockchain and Ronin Blockchain Corp., which will further advance shareholder value," says Andrew Ryu, CEO and Chairman of the Company.

About the Company

Datametrex AI Limited is a technology focused company with exposure to four exciting verticals. Big Data and Systems Integration. Artificial Intelligence and Machine Learning through its wholly owned subsidiary, Nexalogy (www.nexalogy.com). Implementing Blockchain technology 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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Forward Looking Statements

This news release contains "forward-looking information" within the meaning of Canadian securities legislation. Forward-looking information generally refers to information about an issuer's business, capital, or operations that is prospective in nature, and includes future-oriented financial information about the issuer's prospective financial performance or financial position.

The forward-looking information in this news release includes disclosure about the Program, including the TSX Venture Exchange's approval of the same.

Datametrex made certain material assumptions, including but not limited to: prevailing market conditions; general business, economic, competitive, political and social uncertainties; delay or failure to receive board or regulatory approvals; the terms of the Program; and the ability of Datametrex to execute and achieve its business objectives, to develop the forward-looking information in this news release. 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 forward-looking statements.

Actual results may vary from the forward-looking information in this news release due to certain material risk factors. These risk factors include, but are not limited to: adverse market conditions; the inability of Datametrex to complete the Program on the terms disclosed in this news release, or at all; the unavailability of exemptions from prospectus requirements for the issuance of the shares of Graph Blockchain; regulatory risks as well as those risk factors discussed or referred to in disclosure documents filed by the Company with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. The foregoing list of material risk factors and assumptions is not exhaustive. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this news release is made as of the date of this news release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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.

SOURCE Datametrex AI Limited