/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED
STATES./
VANCOUVER, Aug. 21, 2019 /CNW/ - DataMiners Capital Corp.
("DataMiners") (TSXV: DMC.H), and Zoomd Ltd.
("Zoomd"), are pleased to announce that Zoomd FinanceCo Ltd.
("Zoomd FinCo") has completed its previously announced
private placement offering (the "Offering") of subscription
receipts (the "Subscription Receipts") in connection with
the previously announced reverse takeover of DataMiners by Zoomd
pursuant to which the existing shareholders of Zoomd will own a
majority of the outstanding shares of DataMiners (the "Business
Combination"). DataMiners following the completion of the
Business Combination is referred to herein as the "Resulting
Issuer".
The brokered portion of the Offering was made through a
syndicate of agents, led by Haywood Securities Inc. and included
Eight Capital and Paradigm Capital Inc. (collectively, the
"Agents"). Pursuant to the Offering, Zoomd FinCo issued
8,385,990 Subscription Receipts (including 1,555,990 Subscription
Receipts issued pursuant to the non-brokered Offering) at a price
of CAD$1.00 per Subscription Receipt
(the "Issue Price") for aggregate gross proceeds of
CAD$8,385,990. Each Subscription
Receipt will automatically convert, without payment of any
additional consideration and without further action on the part of
each subscriber, into one common share of Zoomd FinCo (each, a
"FinCo Share") upon satisfaction of the Escrow Release
Conditions (as defined below).
The gross proceeds from the brokered Offering, less certain fees
and expenses of the Agents, being CAD$6,680,360 (the "Escrowed Funds"), have
been delivered to TSX Trust Company ("TSX Trust"), as
subscription receipt agent. The Escrowed Funds shall be held by TSX
Trust until the waiver and/or satisfaction of certain escrow
release conditions, including, but not limited to, the completion,
satisfaction or waiver of all conditions precedent to the Business
Combination (other than the release of the Escrowed Funds), the
receipt of all shareholder and regulatory approvals required for
the Business Combination and other customary escrow conditions for
a transaction of this nature as described in DataMiners' press
release dated July 2, 2019 (the
"Escrow Release Conditions").
In connection with the brokered Offering, Zoomd FinCo has paid
the Agents cash consideration in the aggregate amount of
CAD$458,080 (the "Cash
Consideration"). All of the Cash Consideration has been
deposited into escrow and will be released upon satisfaction and/or
waiver of the Escrow Release Conditions.
As additional consideration, the Agents have received 458,080
compensation options of Zoomd FinCo (the "Compensation
Options") in connection with the brokered Offering. Each
Compensation Option will be exercisable after satisfaction and/or
waiver of the Escrow Release Conditions for one (1) common share of
the Resulting Issuer following the completion of the Business
Combination (each, a "Resulting Issuer Share") after giving
effect to the Business Combination. Each Compensation Option will
be exercisable for a Resulting Issuer Share at the Issue Price
until the date that is 24 months following the closing of the
Offering.
In connection with the non-brokered Offering for aggregate gross
proceeds of CAD$1,555,990, which is
being held in escrow, Zoomd FinCo has: (i) paid certain finders
cash consideration in the aggregate amount of CAD$108,919 which has been deposited in escrow
and will be released upon satisfaction and/or waiver of the Escrow
Release Conditions; and (ii) issued an aggregate of 108,919
Compensation Options to certain finders.
Following the conversion of the Subscription Receipts, each
FinCo Share issued pursuant to the Offering will be exchanged for
one Resulting Issuer Share pursuant to an amalgamation between
Zoomd FinCo and a wholly-owned subsidiary of DataMiners.
Accordingly, assuming the satisfaction of the Escrow Release
Conditions and the completion of the Offering, each holder of a
Subscription Receipt will ultimately receive one Resulting Issuer
Share for each respective FinCo Share so held.
The net proceeds raised from the Offering will be used by the
Resulting Issuer for capital expenditures, working capital and
general corporate purposes.
About Zoomd
Zoomd is a privately held Israel company that has developed a
proprietary patented technology for leveraging internet onsite
search for increased monetization and engagement for publishers;
and better management of digital advertising focusing on mobile app
user acquisition, for media agencies and advertisers. Zoomd has
global operations and provides services to top tier brands such as
Poker Stars, 90min, Shein, eToro and Bwin.
Zoomd provides its customers with the following platforms:
- For advertisers - mobile app user acquisition and engagements,
including automated media buying based on rules, guidelines, fraud
detection, cap and key performance indicators.
- For publishers - SaaS (Software as a Service) based search
engine for publisher's sites based on a shared revenue model. Zoomd
creates new 'real-estate' on the publisher's website, it monetizes
it and splits the income with the publisher
Zoomd's SaaS search engine that directs publishers is fully
developed. Most of Zoomd's development efforts are focused on data
collection development methods and engine improvements considering
monetization benefits and additional features. The Zoomd's product
for advertisers has also been completed and is already in a
production mode. New versions including improvement and upgrading
with additional functionality, based on cumulative market
experience, are being added on a regular basis.
About DataMiners
DataMiners is designated as a Capital Pool Company by the TSXV.
DataMiners has not commenced commercial operations and has no
assets other than cash. The only business of DataMiners is the
identification and evaluation of assets or businesses with a view
to completing a "Qualifying Transaction" in accordance with TSXV
Policy 2.4 - Capital Pool Companies.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
Completion of the Business Combination is subject to a number
of conditions, including but not limited to, TSXV acceptance and if
applicable pursuant to TSXV requirements. There can be no assurance
that the transaction will be completed as proposed or at
all.
Investors are cautioned that, except as disclosed in the
filing statement of DataMiners dated June 30, 2019 filed on
SEDAR in connection with the Business Combination, any information
released or received with respect to the transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way passed upon the
merits of the proposed transaction and has neither approved nor
disapproved the contents of this press release.
All information contained in this news release with respect
Zoomd was supplied by Zoomd for inclusion herein, and DataMiners
and its directors and officers have relied on Zoomd for any
information concerning such party.
This news release contains forward-looking statements
relating to the timing and completion of the Business Combination,
the future operations of the Resulting Issuer and other statements
that are not historical facts. Forward-looking statements are often
identified by terms such as "will", "may", "should", "anticipate",
"expects" and similar expressions. All statements other than
statements of historical fact, included in this release, including,
without limitation, statements regarding the Business Combination
and the future plans and objectives of the Resulting Issuer are
forward-looking statements that involve risks and uncertainties.
There can be no assurance that such statements will prove to be
accurate and actual results and future events could differ
materially from those anticipated in such statements. Important
factors that could cause actual results to differ materially from
DataMiners' expectations include the failure to satisfy the
conditions to completion of the Business Combination set forth
above and other risks detailed from time to time in the filings
made by DataMiners with securities regulations.
The reader is cautioned that assumptions used in the
preparation of any forward-looking information may prove to be
incorrect. Events or circumstances may cause actual results to
differ materially from those predicted, as a result of numerous
known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of DataMiners. As a result, DataMiners
cannot guarantee that the Business Combination will be completed on
the terms and within the time disclosed herein or at all. The
reader is cautioned not to place undue reliance on any
forward-looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to
be incorrect and actual results may differ materially from those
anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The
forward-looking statements contained in this news release are made
as of the date of this news release and DataMiners will update or
revise publicly any of the included forward-looking statements as
expressly required by Canadian securities law.
SOURCE DataMiners Capital Corp.
