nDatalyze Corp. (“NDAT” or the “Corporation”) (CSE:NDAT) (OTC:NDATF) enters a non-binding Letter of Intent (“LOI”) with Empire Hydrogen Energy Systems.
Calgary, Alberta – July 19, 2023
For Immediate Release – nDatalyze Corp. (“NDAT” or the “Corporation”) (CSE:NDAT) (OTCQB:NDATF) announces that it has executed a non-binding Letter of Intent (“LOI”) with Empire Hydrogen Energy Systems (“Empire”). Empire is a recipient of the Vancouver Island, Business Excellence “Green Business of the Year”. This award recognizes Empire Hydrogen’s contribution to reducing greenhouse gasses, smog causing diesel particulates and NOx. Empire Hydrogen’s Fuel Enhancement System can be installed on any large diesel truck, bus or generator. Advanced electronics produce hydrogen and oxygen gasses from distilled water through electrolysis. When introduced to the intake manifold in a proprietary ratio the mixture results in less fuel consumption, less greenhouse gas, dramatically less smog producing diesel particulates and NOx, more power, cleaner pistons and cleaner exhaust. Empire holds a number of patents and patents-pending on key technologies. Empire has more than 200 units installed over a variety of applications, including long haul trucks, marine vessels and diesel-powered generators. Empire’s website is at https://empirehydrogen.com/
The LOI contemplates a combination of NDAT and Empire subject to numerous terms and conditions including:
a) a 30 day due-diligence period (“Period”) that anticipates a definitive combination agreement and during which Period neither party will conduct any financings or other activities that would result in a change of control of either party;
b) NDAT will provide $1,000,000 at closing. NDAT currently has approximately $600,000 in cash meaning a small financing would be required prior to closing. Terms and conditions of such financing are to be determined during the Period;
c) NDAT will spinout its YMI mental health operations to a private company owned by those NDAT shareholders who are NDAT shareholders immediately prior to closing. This would include those shareholders who participate in the financing referred to in clause b) above. Post-spinout, NDAT shareholders will hold the same percentage ownership as they held in NDAT immediately before the spinout. The YMI Clinical Study would proceed as previously announced;
d) NDAT’s CO2-related operations will stay with the combined entity due to certain patent and trade secrets believed applicable to pressurized hydrogen-related developments;
d) pre-combination NDAT shareholders are expected to hold approximately 30% of the combined entity, and 100% of NDAT’s YMI mental health operations;
e) current NDAT Directors will control the Board of Directors of the combined entity;
f) certain low-cost-base shares may be subject to voluntary pooling and voting requirements;
g) both Empire and NDAT shareholder approvals are expected to be required.
All of the above is subject to change during the Period and there is no guarantee that a definitive combination agreement will be reached. While NDAT management believes that there is no change of control and no change of business, any combination would be subject to Regulatory approval.
FOR FURTHER INFORMATION, PLEASE CONTACT:
James Durward, President and CEO
Telephone: (403) 689-3901
Email: [email protected]
YMI Website: https://ymihealth.ca
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.