Datametrex Announces Agreement to Sell DM EVS To Graph Blockchain Inc., and Filing of Early Warning Report

Rhea-AI Summary

Datametrex AI Limited (TSXV: DM) is selling its subsidiary, DataMetrex Electric Vehicle Solutions Inc. (DM EVS), to Graph Blockchain Inc. for up to $3,750,000. The agreement includes an initial purchase price of 15,000,000 common shares at $0.05 per share and potential additional earn-out payments of $3,000,000 based on post-closing performance metrics over three years. Datametrex will hold approximately 19.66% of Graph Blockchain's issued and outstanding shares if the transaction is completed. The company aims to focus on AI, machine learning, and healthcare opportunities.

Positive

• Datametrex is strategically divesting its subsidiary to focus on core strengths and markets, enhancing its pursuit of opportunities in AI, machine learning, and healthcare.

Negative

• None.

Toronto, Ontario--(Newsfile Corp. - November 14, 2023) - Datametrex AI Limited (TSXV: DM) (FSE: D4G) (OTCQB: DTMXF) (the "Company" or "Datametrex'') is pleased to announce it has entered into an agreement for the sale of its subsidiary, DataMetrex Electric Vehicle Solutions Inc. ("DM EVS"), to Graph Blockchain Inc. (CSE: GBLC) (OTC Pink: REGRF) (FSE: RT50) ("Graph Blockchain"). This transaction will underscore Datametrex's strategic focus on enhancing its healthcare, AI, and technology verticals.

Pursuant to an agreement dated November 13, 2023, Graph Blockchain has agreed to acquire DM EVS from Datametrex for an aggregate purchase price of up to $3,750,000, contingent upon DM EVS's achievement of certain milestones over a three year period. At closing, Graph Blockchain will issue to Datametrex 15,000,000 common shares at a deemed price of $0.05 per share, under the terms of the agreement.

Datametrex's opportunity to receive up to an additional $3,000,000 in Earn-Out Payments is contingent upon DM EVS's fulfillment of certain post-closing performance metrics over three (3) years. These Earn-Out Payments incentivize and ensure continued focus on maximizing DMEVS's value under new ownership.

Datametrex has filed an early warning report today in connection with the execution of an agreement to sell DM EVS to Graph Blockchain and the shares of Graph Blockchain issuable on closing of the proposed transaction. The common shares of Graph Blockchain are listed for trading on CSE. Datametrex currently holds 3,928,936 common shares of Graph Blockchain representing 4.8% of the issued and outstanding shares of Graph Blockchain.

If the proposed transaction is completed and 15,000,000 shares of Graph Blockchain are issued to Datamatrex, Datametrex will hold 18,928,956 common shares of Graph Blockchain, representing approximately 19.66% of the issued and outstanding shares of Graph Blockchain. Datametrex is acquiring the common shares for investment purposes. Depending on market conditions and other factors, Datametrex may from time to time acquire additional shares of Graph Blockchain or may dispose all or some of the common shares of Graph Blockchain that it owns at such time.

The above reference early warning report relating to this press release has been filed on System for Electronic Document Analysis and Review + (SEDAR+) at www.sedarplus.ca under Datametrex's issuer profile. For further information or to obtain a copy of the early warning report, please contact: Marshall Gunter, CEO, Email: mgunter@datametrex.com, Tel: 514-295-2300.

Marshall Gunter commented on the transaction, stating, "The divestiture aligns with Datametrex's focus on our core strengths and markets, enhancing our pursuit of opportunities in AI, machine learning, and healthcare. Realigning the stock options fortifies our commitment to driving shareholder value and stewarding the Company towards future successes."

For additional details regarding the terms of the sale, shareholders and interested parties can refer to the Company's regulatory filings.

About Datametrex

Datametrex is an innovative leader in artificial intelligence, machine learning, and healthcare. The Company excels in delivering tools and solutions that enhance operational efficiencies and business outcomes. With a commitment to innovation, Datametrex is dedicated to supporting enterprises by setting a new standard for business protocols through cutting-edge technology. For more on Datametrex's insights into AI, cybersecurity, telehealth, and healthcare, please visit our YouTube channel and the company website.

About Graph Blockchain

Graph Blockchain is a technology-focused company with exposure to private blockchain, and electric vehicle charging solutions. Learn more at www.graphblockchain.com.

Investor Relations & Communications

Marshall Gunter, CEO
Email: mgunter@datametrex.com
Tel: 514-295-2300

Neither 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

All statements included in this press release that address activities, events, or developments that the Company expects, believes, or anticipates will or may occur in the future are forward-looking statements, including but not limited to the proposed spin-out transaction. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments, and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections, and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Except as required by law, the Company does not undertake to revise or update these forward-looking statements after the date hereof or revise them to reflect the occurrence of future unanticipated events.

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G:\DataMetrexAILimited\Datametrex Electric Vehicle Solutions Inc. (formerly EV Connect)\Press Releases\DM PR - DMEVS SPA_v3.docx

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/187325

FAQ

What is Datametrex AI Limited selling?

Datametrex AI Limited is selling its subsidiary, DataMetrex Electric Vehicle Solutions Inc. (DM EVS), to Graph Blockchain Inc.

How much is the sale worth?

The sale is for an aggregate purchase price of up to $3,750,000, with an additional potential earn-out payment of $3,000,000 based on post-closing performance metrics over three years.

What percentage of Graph Blockchain's shares will Datametrex hold if the transaction is completed?

Datametrex will hold approximately 19.66% of Graph Blockchain's issued and outstanding shares if the transaction is completed.

What are Datametrex's focus areas after the divestiture?

Datametrex aims to focus on AI, machine learning, and healthcare opportunities after the divestiture of its subsidiary.

Who can provide further information about the terms of the sale?

For additional details regarding the terms of the sale, shareholders and interested parties can refer to the Company's regulatory filings.