NEWS RELEASE
nDatalyze Corp. (“NDAT” or the “Corporation”) (CSE:NDAT) (OTC:NDATF) announces an agreement to acquire Mindbalanced Inc.
Calgary, Alberta – March 14, 2024
For Immediate Release – nDatalyze Corp. (“NDAT” or the “Corporation”) (CSE:NDAT) (OTC:NDATF) ) is pleased to announce that on March 12, 2024 it entered into an arm’s-length agreement to acquire 100% of Mindbalanced Inc. (“MB”). MB, operating in multiple US States, is revolutionizing mental healthcare through its integrative and individualized approach. Utilizing advanced AI and biometric data analysis, MB delivers highly-informed insights into mental health conditions, facilitating personalized treatment plans designed to enhance patient outcomes. MB pharmacogenomics (“PGx”) testing reveals how genetics influence medication responses, while FDA-cleared transcranial magnetic stimulation (“TMS”) therapy targets specific brain regions offering a non-invasive treatment option for mental health conditions, such as depression/anxiety and OCD, without medication side effects.
The nominal maximum purchase price is CAD$3,750,000 payable through Conditional Share Issuances (“CSI”) at CAD$0.25 per share based on performance-based milestones. Additionally, MB may arrange an up to US$150,000 private placement share issuance of up to 1,000,000 NDAT shares at US$0.15 (approx. CAD$0.20) per share (“PP”). MB has no debt. At Closing a finders fee is payable consisting of 700,000 NDAT shares with 300,000 shares paid on Closing and the remaining 400,000 paid upon MB’s achieving CAD$1,000,000 of gross revenue from MB operations within one year after the Closing.
The Closing is not conditional on the PP.
Salient Performance Milestones include:
a) upon achieving CAD$1,000,000 of gross revenue from MB operations and within one year after the Closing, MB nominees will receive either 4,000,000 Shares of NDAT or 6,000,000 Shares if met within the first six months;
b) upon achieving CAD$2,500,000 of gross revenues from MB operations within two years after Closing, MB nominees will receive either 6,000,000 Shares of NDAT or 9,000,000 Shares if met within the first twelve months.
As the transaction is performance-driven, the number of NDAT shares issued pursuant to the CSIs will be between zero and 15,000,000 depending on MB performance. In the event where 15,000,000 shares are issued, MB revenue would be a minimum of CAD$2,500,000 within 12 months and the total number of NDAT shares outstanding, including the PP, would be approximately 57,000,000 of which the MB transaction-related shares would represent approximately 26% of the NDAT outstanding shares. If none of the performance targets are met, aside from the PP shares, no MB transaction-related shares would be issued and there would be (assuming 1,000,000 private placement shares) approximately 42,000,000 NDAT shares outstanding with MB transaction, private placement-related shares representing approximately 2.4% of the total NDAT shares outstanding. If no performance targets are met and no PP shares are issued, there would be zero dilution. The Corporation believes that the transaction does not create a new control block and does not represent a change of control.
As part of the agreement and at Closing, Joshua Hill, the President of MB, will replace Dr. Keith Courtney as President of NDAT, with Dr. Courtney continuing as NDAT’s Chief Psychiatric Officer. It is anticipated that MB will nominate Joshua Hill and Dr. Laura Champagne, Psychiatrist, as NDAT Directors. Dr. Champagne’s qualifications can be seen at https://www.medicarelist.com/mental-health/laura-l-champagne-md-pa-houston-tx/.
Joshua Hill, with a background in specialty pharmaceuticals, navigates complex regulatory landscapes and delivers innovative solutions in healthcare. His visionary approach integrates TMS and personalized genetic insights into behavioural health and neurological disease management, optimizing patient care and operational efficiency.
Jim Durward, CEO, states: “Our goal is to provide an objective, highly-informed diagnostic tool that will help bring mental condition diagnosis into the digital world. This transaction propels NDAT forward by providing a near-term revenue entry point into the US market, collection of DNA and TMS treatment data to enhance the YMI’s predictive mental condition diagnostic tool, and mitigating risk while rewarding success on a reasonable multiple.”
The Closing date is scheduled for on or before April 15, 2024 and is subject to NDAT Board approval, usual Closing conditions and Canadian Securities Exchange approval.
FOR FURTHER INFORMATION, PLEASE CONTACT:
James Durward, CEO&CTO
Telephone: (403) 689-3901
Email: [email protected]
Website: www.ndatalyze.com
YMI Website: https://ymihealth.ca
ABOUT YMI:
YMI uses evidence-based, objective data from whole life experiences to predict individual mental states over time and applies this knowledge towards a fuller understanding of how mental health develops, and how to improve mental wellbeing. YMI combines supervised machine-learning with a proprietary Reference Database to predict an individual’s predisposition toward a variety of common mental conditions, both current and forward in time. YMI is poised to revolutionize mental health diagnoses while ensuring a sustainable revenue stream. By strategically addressing the causes of misdiagnosis, establishing credibility through clinical studies, and targeting key markets, YMI aligns both societal impact and financial success.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release. This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Corporation believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statements will prove to be correct. Except as required by law, the Corporation disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.