(TheNewswire)
Calgary , Alberta – TheNewswire - March 14 , 2024 – nDatalyze Corp. (“NDAT” or the“Corporation”) (CSE:NDAT) (OTC:NDATF) is pleased to announce thaton March 12, 2024 it entered into an arm’s-length agreement toacquire 100% of Mindbalanced Inc. (“MB”). MB, operating in multiple US States, isrevolutionizing mental healthcare through its integrative andindividualized approach. Utilizing advanced AI and biometric dataanalysis, MB delivers highly-informed insights into mental healthconditions, facilitating personalized treatment plans designed toenhance patient outcomes. MB pharmacogenomics(“PGx”) testing reveals how geneticsinfluence medication responses, while FDA-cleared transcranialmagnetic stimulation (“TMS”) therapy targetsspecific brain regions offering a non-invasive treatment option formental health conditions, such as depression/anxiety and OCD, withoutmedication side effects.
The nominal maximum purchase price is CAD$3,750,000payable through Conditional Share Issuances (“CSI”) at CAD$0.25per share based on performance-based milestones. Additionally, MB mayarrange an up to US$150,000 private placement share issuance of up to1,000,000 NDAT shares at US$0.15 (approx. CAD$0.20) per share(“PP”). MB has no debt. At Closing a finders fee is payableconsisting of 700,000 NDAT shares with 300,000 shares paid on Closingand the remaining 400,000 paid upon MB’s achieving CAD$1,000,000 of gross revenue from MB operationswithin one year after the Closing
The Closing is not conditional on the PP.
Salient Performance Milestones include:
a) upon achievingCAD$1,000,000 of gross revenue from MB operations and within one yearafter the Closing, MB nominees will receive either 4,000,000 Shares ofNDAT or 6,000,000 Shares if met within the first six months;
b) upon achievingCAD$2,500,000 of gross revenues from MB operations within two yearsafter Closing, MB nominees will receive either 6,000,000 Shares ofNDAT or 9,000,000 Shares if met within the first twelve months.
As the transaction is performance-driven, the number ofNDAT shares issued pursuant to the CSIs will be between zero and15,000,000 depending on MB performance. In the event where 15,000,000shares are issued, MB revenue would be a minimum of CAD$2,500,000within 12 months and the total number of NDAT shares outstanding,including the PP, would be approximately 57,000,000 of which the MBtransaction-related shares would represent approximately 26% of the NDAT outstanding shares. Ifnone of the performance targets are met, aside from the PP shares, noMB transaction-related shares would be issued and there would be(assuming 1,000,000 private placement shares) approximately 42,000,000NDAT shares outstanding with MB transaction, private placement-relatedshares representing approximately 2.4% of the total NDAT sharesoutstanding. If no performance targets are metand no PP shares are issued, there would be zero dilution. TheCorporation believes that the transaction does not create a newcontrol 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 ofNDAT, with Dr. Courtney continuing as NDAT’s Chief PsychiatricOfficer. It is anticipated that MB will nominate Joshua Hill and Dr.Laura Champagne, Psychiatrist, as NDAT Directors. Dr. Champagne’squalifications can be seen at https://www.medicarelist.com/mental-health/laura-l-champagne-md-pa-houston-tx/
Joshua Hill, with a background in specialtypharmaceuticals, navigates complex regulatory landscapes and deliversinnovative solutions in healthcare. His visionary approach integratesTMS and personalized genetic insights into behavioural health andneurological disease management, optimizing patient care andoperational efficiency.
Jim Durward, CEO, states: “Our goal is to provide anobjective, highly-informed diagnostic tool that will help bring mentalcondition diagnosis into the digital world. This transaction propelsNDAT forward by providing a near-term revenue entry point into the USmarket, collection of DNA and TMS treatment data to enhance theYMI’s predictive mental condition diagnostic tool, and mitigatingrisk while rewarding success on a reasonable multiple.”
The Closing date is scheduled for on or before April15, 2024 and is subject to NDAT Board approval, usual Closingconditions and Canadian Securities Exchange approval.
For Further Information, PleaseContact:
James Durward, CEO&CTO
Tel: (403) 689-3901
Email: jimd@ndatalyze.com
nDatalyze Website: https://www.ndatalyze.com
About YMI: YMIuses evidence-based, objective data from whole life experiences topredict individual mental states over time and applies this knowledgetowards a fuller understanding of how mental health develops, and howto improve mental wellbeing. YMI combines supervised machine-learningwith a proprietary Reference Database to predict an individual’spredisposition toward a variety of common mental conditions, bothcurrent and forward in time. YMI is poised to revolutionizemental health diagnoses while ensuring a sustainable revenue stream.By strategically addressing the causes of misdiagnosis, establishingcredibility through clinical studies, and targeting key markets, YMIaligns both societal impact and financial success.
Neither the Canadian Securities Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the Canadian Securities Exchange) accepts responsibility for theadequacy or accuracy of this release. This news release does notconstitute an offer to sell or a solicitation of an offer to sell anyof the securities in the United States. The securities have not beenand will not be registered under the United States Securities Act of1933, as amended (the "U.S. Securities Act") or any statesecurities laws and may not be offered or sold within the UnitedStates or to U.S. Persons unless registered under the U.S. SecuritiesAct and applicable state securities laws or an exemption from suchregistration is available. The information in this news releaseincludes certain information and statements about management's view offuture events, expectations, plans and prospects that constituteforward looking statements. These statements are based uponassumptions that are subject to significant risks and uncertainties.Because of these risks and uncertainties and as a result of a varietyof factors, the actual results, expectations, achievements orperformance may differ materially from those anticipated and indicatedby these forward-looking statements. Any number of factors could causeactual results to differ materially from these forward-lookingstatements as well as future results. Although the Corporationbelieves that the expectations reflected in forward looking statementsare reasonable, it can give no assurances that the expectations of anyforward-looking statements will prove to be correct. Except asrequired by law, the Corporation disclaims any intention and assumesno obligation to update or revise any forward-looking statements toreflect actual results, whether as a result of new information, futureevents, changes in assumptions, changes in factors affecting suchforward-looking statements or otherwise.
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