(TheNewswire)
nDatalyze Corp. (“NDAT” or the“Corporation”) (CSE:NDAT) (OTC:NDATF) entersa non-binding Letter of Intent ("LOI") with Empire HydrogenEnergy Systems.
Calgary , Alberta - TheNewswire - July 19, 2023
For Immediate Release – nDatalyze Corp. (“NDAT” or the“Corporation”) (CSE:NDAT) (OTC:NDATF) announces that it hasexecuted a non-binding Letter of Intent ("LOI") with EmpireHydrogen Energy Systems ("Empire"). Empire is a recipient of the Vancouver Island, BusinessExcellence “Green Business of the Year”. This award recognizesEmpire Hydrogen’s contribution to reducing greenhouse gasses, smogcausing diesel particulates and NOx. Empire Hydrogen’s FuelEnhancement System can be installed on any large diesel truck, bus orgenerator. Advanced electronics produce hydrogen and oxygen gassesfrom distilled water through electrolysis. When introduced to theintake manifold in a proprietary ratio the mixture results in lessfuel consumption, less greenhouse gas, dramatically less smogproducing diesel particulates and NOx, more power, cleaner pistons andcleaner exhaust. Empire holds a number of patents andpatents-pending on key technologies. Empire has more than 200 unitsinstalled over a variety of applications, including long haul trucks,marine vessels and diesel-powered generators. Empire's website isat https://empirehydrogen.com/
The LOI contemplates a combination of NDAT and Empiresubject to numerous terms and conditions including:
a) a 30 day due-diligence period ("Period")that anticipates a definitive combina tion agreement and during whichPeriod neither party will conduct any financings or other activitiesthat would result in a change of control of either party;
b) NDAT will provide $1,000,000 at closing. NDATcurrently has approximately $600,000 in cash meaning a small financingwould be required prior to closing. Terms and conditions of suchfinancing are to be determined during the Period;
c) NDAT will spinout its YMI mental health operationsto a private company owned by those NDAT shareholders who are NDATshareholders immediately prior to closing. This would include thoseshareholders who participate in the financing referred to in clause b)above. Post-spinout, NDAT shareholders will hold the same percentageownership as they held in NDAT immediately before the spinout. The YMIClinical Study would proceed as previously announced;
d) NDAT's CO2-related operations will stay with thecombined entity due to certain patent and trade secrets believedapplicable to pressurized hydrogen-related developments;
d) pre-combination NDAT shareholders are expected tohold approximately 30% of the combined entity, and 100% of NDAT's YMImental health operations;
e) current NDAT Directors will control the Board ofDirectors of the combined entity;
f) certain low-cost-base shares may be subject tovoluntary pooling and voting requirements;
g) both Empire and NDAT shareholder approvals areexpected to be required.
All of the above is subject to changeduring the Period and there is no guarantee that a definitivecombination agreement will be reached. While NDAT management believesthat there is no change of control and no change of business, anycombination would be subject to Regulatory approval.
For Further Information, PleaseContact:
James Durward, President and CEO
Telephone: (403) 689-3901
Email: jimd@ndatalyze.com YMI Website: https://www.ndatalyze.com
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 release includes certaininformation and statements about management's view of future events,expectations, plans and prospects that constitute forward lookingstatements. These statements are based upon assumptions that aresubject to significant risks and uncertainties. Because of these risksand uncertainties and as a result of a variety of factors, the actualresults, expectations, achievements or performance may differmaterially from those anticipated and indicated by these forwardlooking statements. Any number of factors could cause actual resultsto differ materially from these forward-looking statements as well asfuture results. Although the Corporation believes that theexpectations reflected in forward looking statements are reasonable,it can give no assurances that the expectations of any forward-lookingstatements will prove to be correct. Except as required by law, theCorporation disclaims any intention and assumes no obligation toupdate or revise any forward looking statements to reflect actualresults, whether as a result of new information, future events,changes in assumptions, changes in factors affecting such forwardlooking statements or otherwise.
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