NEWS RELEASE
nDatalyze announces upgraded OTCQB listing and Private Placement
Calgary, Alberta – February 4, 2022
For Immediate Release – nDatalyze Corp. (“NDAT” or the “Corporation”) (CSE: NDAT) is pleased to announce the Corporation’s common shares have been uplisted to the OTCQB and will trade under the symbol NDATF. The OTCQB is recognized by the Securities and Exchange Commission (the “SEC”) as an established public market and provides current public information to investors that need to analyze value and trade securities.
Jim Durward, CEO, commented, “We upgraded our listing to the OTCQB due to feedback from investors and changes to regulatory compliance requirements in the United States. Our upgraded OTCQB listing should help to increase the Corporation’s market exposure to American investors, provide them with easier access to trade our shares, and enhance our trading liquidity.”
The Corporation further reports that it will be proceeding with a non-brokered private placement of up to 5,000,000 units (the “Units”), at CAD $0.25 per Unit for gross proceeds of up to CAD $1,250,000 (the “Offering”). Each Unit shall be comprised of one common share of the Corporation (“Share”) and one common share purchase warrant (“Warrant”). Each Warrant will entitle the holder to acquire one additional Share of the Corporation at a price of CAD$0.35 for a period of 12 months from the date the Units are issued, subject to the accelerated expiry provision described below.
If, on any 10 consecutive trading days occurring after four months and one day has elapsed following the closing date of the Offering, the closing sales price of the Shares (or the closing bid, if no sales were reported on a trading day) as quoted on the Canadian Securities Exchange (“Exchange”) is greater than CAD $0.60 per Common Share, the Corporation may provide notice in writing to the holders of the Warrants by issuance of a press release that the expiry date of the Warrants will be accelerated to the 30th day after the date on which the Corporation issues such press release.
Closing of the Offering is subject to several conditions, including receipt of all necessary corporate and regulatory approvals, including the Exchange (CSE). All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation in Canada, as well as the required legend under applicable U.S. securities legislation.
The proceeds from the Offering will be used for general working capital. The Corporation may pay finders fees and finder warrants to eligible finders.
The Existing Shareholder Exemption and Investment Dealer Exemption
The Offering is also made available to existing shareholders of the Corporation who, as of the close of business on February 4, 2022, who hold common shares of the Corporation (and who continue to hold such common shares as of the closing date), pursuant to the prospectus exemption set out in Alberta Securities Commission Rule 45-513 — Prospectus Exemption for Distribution to Existing Security Holders and in similar instruments in other jurisdictions in Canada. The existing shareholder exemption limits a shareholder to a maximum investment of $15,000 in a 12-month period unless the shareholder has obtained advice regarding the suitability of the investment and, if the shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a person that is registered as an investment dealer in the jurisdiction. If the Corporation receives subscriptions from investors relying on the existing shareholder exemption exceeding the maximum amount of the financing, the Corporation intends to adjust the subscriptions received on a pro rata basis.
The Corporation has also made the Offering available to certain subscribers pursuant to the investment dealer exemption. In accordance with the requirements of the investment dealer exemption, the Corporation confirms that there is no material fact or material change about the Corporation that has not been generally disclosed.
Any participation by insiders of the Corporation in the Offering will be on the same terms as arm’s-length investors. Depending on market conditions, the gross proceeds of the Offering could be increased or decreased. The participation of any directors or officers of the Corporation in the Offering will constitute a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions) and the policies of the exchange. For any such participation, the Corporation will be relying upon exemptions from the formal valuation and minority shareholder approval requirements pursuant to sections 5.5(b) and 5.7(1)(a), respectively, of MI 61-101 on the basis that the Corporation is not listed on a specified stock exchange and, that at the time the Offering is agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction insofar as it involves an interested party (within the meaning of MI 61-101) in the offerings, will exceed 25 per cent of the Corporation’s market capitalization calculated in accordance with MI 61-101.
About nDatalyze Corp.:
nDatalyze Corp. generates technology-based, health-related solutions. The YMI division is developing a machine-learning based, online consumer mental health application and the MLdelic division is focusing on applying machine-learning to assist in the prediction of potential benefits associated with the use of entheogenic compounds within the mental health sector. Both YMI and MLdelic are based on the Corporation’s proprietary Reference Database consisting of >1200 biometric records complete with “same-time-of-day” EEG data. With installations worldwide, its Medxtractor division manufactures and sells small-scale bio-extractors that are used to extract compounds from a variety of botanical biomasses. While the Medxtractor division is currently generating cash flow, both YMI and MLdelic are in development and accordingly the Corporation cannot accurately predict if or when these applications will become cash flow generators.
FOR FURTHER INFORMATION, PLEASE CONTACT:
nDatalyze Corp.
James Durward, President and CEO
Telephone: (403) 689-3901
Email: [email protected] Website: www.ndatalyze.com
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.