U.S. Markets closed

DataMiners Capital Corp. and Zoomd Ltd. Enter into Agreement and Plan of Merger

Newsfile Corp.

Vancouver, British Columbia--(Newsfile Corp. - July 2, 2019) - DataMiners Capital Corp. (TSXV: DMC.H) ("DataMiners") is pleased to announce, further to its news release of September 26, 2018, that it has entered into an agreement and plan of merger (the "Agreement") dated May 28, 2019 with Zoomd Ltd. ("ZoomD") pursuant to which DataMiners will acquire all of the issued and outstanding securities of Zoomd in exchange for the issuance of securities of DataMiners (the "Transaction"). The Transaction will result in a reverse take-over of DataMiners where the existing shareholders of Zoomd will own a majority of the outstanding shares of DataMiners (the "DataMiners Common Shares").

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. The Company 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.

The following table sets forth selected audited financial information of Zoomd for its completed financial year ended December 31, 2018 and the unaudited three months ended March 31, 2019. This financial information has been prepared in accordance with IFRS.

Selected Financial Information Year ended December 31, 2018 Three months ended March 31, 2019
Net Sales $28,649,000 $6,899,000
Loss From Operations $1,532,000 $432,000
Adjusted EBITDA* $2,036,000 $311,000
Net Comprehensive Loss $2,338,000 $437,000

 

*Adjusted EBITDA - represents the Company's operating Earnings before, Interest, Taxes, Depreciations, Amortizations and before the cost of share based payment

All figures in USD

Transaction Summary

Under the Agreement, Zoomd and Dotima 2019 Ltd. ("Dotima"), a wholly-owned subsidiary of DataMiners, will merge to form one corporation in accordance with the Israeli Companies Act - 1999. Dotima will cease to have its own corporate existence, with Zoomd continuing as the surviving corporation (the "Surviving Company").

Prior to the completion of the Transaction, DataMiners will consolidate the DataMiners Common Shares on the basis of one (1) new DataMiners Common Share for each two and a half (2.5) old DataMiners Common Shares (the "Consolidation"). Pursuant to the Transaction, the holders of issued and outstanding shares of Zoomd will receive one (1) DataMiners Common Share for each one (1) Zoomd common share on a post-Consolidation basis. This will result in DataMiners issuing approximately 82,552,915 post-Consolidation common shares to Zoomd shareholders (assuming the conversion of all Zoomd convertible debt and warrants and including the 390,000 shares to be issued to A-Labs (as defined below), as more particularly described below), as well as 8,447,083 options to purchase DataMiners Common Shares, excluding securities issued in connection with the Zoomd Private Placement (defined below).

Prior to or concurrent with the completion of the Transaction, Zoomd intends to complete an equity financing (the "Zoomd Private Placement"). Additional information in respect of the Zoomd Private Placement is available below.

The completion of the Transaction is subject to a number of precedent conditions, including, but not limited to, regulatory consents and authorizations, TSXV approval, Zoomd shareholder approval of the Transaction and the completion of the Zoomd Private Placement.

DataMiners is a capital pool company and intends that the Transaction will constitute its "Qualifying Transaction" under Policy 2.4 of the TSX Venture Exchange (the "TSXV"). Upon completion of the Transaction DataMiners is expected to change its name to Zoomd Inc. (the "Resulting Issuer"), or such other name as determined by Zoomd, and to be listed as a Tier 2 technology issuer on the TSXV.

In respect of the Transaction, Zoomd retained the consulting services of A-Labs Finance and Advisory Ltd. ("A-Labs"). Subject to the completion of the Transaction, A-Labs shall be entitled to (i) a cash fee equal to five percent (5%) of the amounts actually received by Zoomd under the Zoomd Private Placement, (ii) a shares based fee (of the Resulting Issuer) equal to five percent (5%) of the Zoomd Subscription Receipts issued pursuant Zoomd Private Placement (i.e., a minimum of 390,000 Resulting Issuer Shares (as defined below)), and (iii) subject to Zoomd's discretion (if it wishes to retain further consulting services), US$ 5,000 paid to A-Labs as a monthly consulting retainer on the 1st of every calendar month commencing after the completion of the Transaction.

Zoomd Private Placement

Following the date hereof, the Zoomd Private Placement will be completed by issuing a minimum 7,800,000 subscription receipts (the "Zoomd Subscription Receipts") of Zoomd Financeco Ltd. ("Finco"), a company incorporated under the Business Corporations Act (British Columbia), at a price of CAD$1.00 per Zoomd Subscription Receipt (the "Issue Price") for aggregate gross proceeds of a minimum of CAD$7,800,000. The brokered portion of the Zoomd Private Placement will be conducted by a syndicate of agents co-led by Haywood Securities Inc. ("Haywood") and Eight Capital Corp. (together with Haywood, the "Co-Lead Agents") and including Paradigm Capital Inc. (collectively with the Co-Lead Agents, the "Agents"). Each Zoomd 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 FinCo (each, a "Finco Share") upon satisfaction of the Escrow Release Conditions (as defined below). No Zoomd Subscription Receipts may be exercised by the holder thereof.

Following the conversion of the Zoomd Subscription Receipts, each FinCo Share issued pursuant to the Zoomd Private Placement will be acquired by DataMiners in exchange for one common share of the Resulting Issuer (each, a "Resulting Issuer Share") pursuant to a share exchange agreement to be entered into between the Co-Lead Agents (as attorney for the holders of FinCo Shares issued pursuant to the brokered portion of the Zoomd Private Placement), DataMiners, FinCo and the holders of FinCo Shares issued pursuant to the non-brokered portion of the Zoomd Private Placement (or an attorney for such holders) (the "Finco Share Exchange Agreement"). Accordingly, assuming the satisfaction of the Escrow Release Conditions and the completion of the Transaction, each holder of a Zoomd Subscription Receipt will ultimately receive one Resulting Issuer Share for each respective FinCo Share so held.

In connection with the Zoomd Private Placement, FinCo intends to pay the Agents a cash fee equal to 7% of the gross proceeds from the brokered portion of the Zoomd Private Placement (3.5% in the case of gross proceeds raised from certain investors on the "president's list" agreed to by Zoomd and the Agents) (the "Agents' Fee"). In addition, in connection with the non-brokered portion of the Zoomd Private Placement, FinCo intends to pay certain finders a cash fee equal to 7% of the gross proceeds from the non-brokered portion of the Zoomd Private Placement (the "Non-Brokered Finders' Fee", and together with the Agents' Fee, collectively, the "Zoomd Private Placement Cash Fee"). In addition to the Agents' Fee, the Agents will receive non-transferrable warrants to purchase Finco Shares (the "Zoomd Broker Warrants"), equal to 7% of the number of Zoomd Subscription Receipts issued in connection with the brokered portion of the Zoomd Private Placement (3.5% in the case of Zoomd Subscription Receipts issued to certain investors on the "president's list" agreed to by Zoomd and the Agents). In addition to the Non-Brokered Finders' Fee, certain finders will receive Zoomd Broker Warrants, equal to 7% of the number of Zoomd Subscription Receipts issued in connection with the non-brokered portion of the Zoomd Private Placement. Each Zoomd Broker Warrant will be automatically exchanged for non-transferable compensation options of the Resulting Issuer upon completion of the Transaction and will be exercisable for one Resulting Issuer Share at the Issue Price for a period of 24 months from the completion of the Transaction. The gross proceeds from the sale of all Zoomd Subscription Receipts, which, for the avoidance of doubt, includes the gross proceeds from the non-brokered portion of the Zoomd Private Placement, less the expenses of the Agents incurred in connection with the brokered portion of the Zoomd Private Placement will be delivered to the Subscription Receipt Agent (collectively, the "Escrowed Proceeds") and invested pursuant to the terms of the Subscription Receipt Agreement. The Escrowed Proceeds, together with all interest and other income earned thereon, are referred to herein as the "Escrowed Funds".

The Agents' Fee will be released from escrow and delivered to the Agents from the Escrowed Funds, the Non-Brokered Finders' Fee will be released from escrow and delivered to such finders from the Escrowed Funds and the balance of the Escrowed Funds will be released from escrow to the Resulting Issuer upon satisfaction of the following conditions (together, the "Escrow Release Conditions") on or before 5:00 pm (Toronto time) on the date that is 90 days from the closing of the Zoomd Private Placement (the "Escrow Release Deadline"):

  1. the completion, satisfaction or waiver of all conditions precedent to the Transaction other than the release of the Escrowed Funds, to the satisfaction of ZoomD and the Agents, acting reasonably;

  2. the receipt of all shareholder and regulatory approvals required in connection with: (1) the Transaction, and (2) the conditional approval of the TSXV for the listing of the Resulting Issuer Shares (including the Resulting Issuer Shares underlying the Resulting Issuer Compensation Options) (subject only to standard listing conditions);

  3. an officer's certificate from each of ZoomD, FinCo and DataMiners certifying that all conditions of the Transaction have been satisfied or waived, other than release of the Escrowed Funds, and that the Transaction shall be completed forthwith upon release of the Escrowed Funds;

  4. the distribution of (1) the Resulting Issuer Shares in exchange for FinCo Shares (issued upon the automatic exchange of Zoomd Subscription Receipts) upon completion of the FinCo Share Exchange pursuant to the FinCo Share Exchange Agreement, and (2) the Resulting Issuer Shares to be issued in exchange for the Zoomd Shares pursuant to the Transaction following the satisfaction of the Escrow Release Conditions being exempt from applicable prospectus and registration requirements of applicable securities laws and not subject to any hold or restricted period under applicable Canadian securities laws; and

  5. ZoomD and the Agents shall have delivered a joint release notice to the Subscription Receipt Agent confirming that all Escrow Release Conditions have been met or waived.

In the event that the Escrow Release Conditions are not satisfied or waived (to the extent such waiver is permitted) on or prior to the Escrow Release Deadline, or if, prior to such time, Zoomd advises the Agents in writing or announces to the public that it does not intend to satisfy the Escrow Release Conditions, and unless the requisite approval is obtained pursuant to and in accordance with the terms of the Subscription Receipt Agreement, all of the issued and outstanding Zoomd Subscription Receipts will be cancelled and the Subscription Receipt Agent will return to each holder of Zoomd Subscription Receipts, an amount equal to the aggregate Issue Price for the Zoomd Subscription Receipts held by such holder plus a pro rata share of any interest or other income earned on the Zoomd Subscription Proceeds (less applicable withholding tax, if any). To the extent that the Escrowed Funds are insufficient to refund to each holder of Zoomd Subscription Receipts an amount equal to the aggregate Issuer Price for the Zoomd Subscription Receipts held by such holder, Zoomd shall be liable for and will contribute such amounts as are necessary to satisfy any shortfall.

The main use of proceeds is global expansion while continuously improving and optimizing the core technology.

Directors and Officers of the Resulting Issuer

Upon completion of the Transaction the Board of Directors of the Resulting Issuer is expected to consist of Amit Bohensky, Amnon Argaman, Alex Jurovitsky, Darryl Cardey and Josef Mendelbaum. The officers of the Resulting Issuer are expected to include Amit Bohensky (Chairman), Ofer Eitan (Chief Executive Officer) and Tsvika Adler (Chief Financial Officer and Corporation Secretary), biographies for whom are provided below.

Amit Bohensky, Chairman and Director

Amit, founder of Zoomd, is a successful serial entrepreneur and angel investor who works primarily within the software industry. Amit has been involved in several startups as an investor and in various active executive and board roles.

Amit's career and experience includes roles such as partnerships in Moonbow Ventures Ltd., a business development and investment house which accompanies start-ups, and DevelopSoft, a software company that offers a wide variety of IT and development services. Amit was the former CEO of Consist Systems and Consist Technologies.

Amit founded Focal Info Ltd., a company developing a solution for web data extraction and analytics that sold its products to Government Agencies, Banks, and eCommerce companies and was acquired by Verint Systems, and was founder and CEO of Unicoders Ltd., a software house for outsourcing in Eastern Europe that worked mainly with the Israeli IT/software market and was acquired by Matrix Global. Following the acquisition, Amit was appointed CEO & CTO in Matrix Global Bulgaria and Macedonia and held various responsibilities

Amit holds a BSc in computer science and chemistry from Bar Ilan University and an MBA in Business from Kellogg.

Ofer Eitan, Chief Executive Officer

Prior to serving as ZoomD's CEO, Ofer was the Co-Founder and CEO of Moblin, a world pioneer in mobile marketing & advertising technologies. Focusing on Moblin's strength, know how & technologies development, Ofer made two major transactions; one with a major advertising agency (WPP brand) to which Moblin service business was transferred and the M&A transaction with Zoomd in which Moblin's technologies and international marketing structures were combined with those of Zoomd.

Ofer targets the "mobile first" approach and brings in a wide experience in establishing, scaling and managing startup businesses in the digital eco-system. He is closely involved with software and brands strategies and harnesses his deep knowledge in business development toward making efficient use of his proficiency in various technologies, media, user/customer acquisition, monetization and more.

Before deciding to focus on mobile and digital technologies, Ofer held for several years a range of positions at Microsoft where he managed both the Enterprise and the Business Customers Sales Group.

Ofer, who had already a strong entrepreneurial background prior to joining Microsoft, holds a BA in Management and Marketing from the Interdisciplinary Center (IDC) in Herzliya, Israel.

Tsvika Adler, Chief Financial Officer and Corporate Secretary

Tsvika has over 10 years of experience as a CPA in the financial industry.

Prior to ZoomD, Tsvika held the position of a CFO in the Adler Chomski & Warshavsky Group, managing the financial operations of the group. Tsvika has significant experience in the IT industry as a financial director and accountant.

Tsvika holds a B.A. in Accounting from the Hebrew University in Jerusalem, Israel.

Darryl Cardey, Director

Darryl S. Cardey has been a principal of CDM Capital Partners Inc. since April 2011, a private British Columbia company involved in the business of venture capital financing and investments. Mr. Cardey has acted and continues to act as a director or in a senior financial role with a wide variety of private and public companies in the mining and technology sectors.

Mr. Cardey holds a Chartered Professional Accountant designation from the Institute of Chartered Professional Accountants, British Columbia.

Josef Mendelbaum, Director

Mr. Josef Mendelbaum is a General Partner at Nili Capital, a cross border Private Equity firm.

Previously, Josef was an Executive in Residence at Battery Ventures, a global $7 billion investment firm and was the CEO of Perion where he grew the business from $29 million to over $300 million in revenue with 15% EBITDA margins in 7 years. During his tenure, the company acquired 7 companies and opened up / managed operations in 10 countries (UK, France, Spain, Germany, Italy, Argentina, US, Canada, Israel and India).

Additionally, Josef was the CEO of American Greetings Digital and Media Division for 11 years during which he grew revenues from $10 million to close to $200 million with 20% EBITDA margins. During his tenure Josef acquired 10 companies and established global operations in 10+ countries.

Josef has a BA from Yeshiva University and an MBA from Weatherhead School of Management at Case Western Reserve University.

Amnon Argaman, Director

Mr. Amnon Argaman has over 35 years of experience as a CPA and financial consultant and was the co-founder of several companies, including Moblin, a global mobile marketing pioneer, as well as other companies related to real estate, import, management and consulting.

Amnon has extensive experience working for the governmental sector and has been a director for several corporations including a public company. He also served as the executive secretary for "Otzar Hityashvuth Hayehudim, Ltd" for 10 years, a public company which was the parent-company of Bank Leumi.

Amnon was one of the founding partners and is now a senior partner of Lion, Orlitzky & Co. - Moore Stephens, Israel (CPA) and still provides consulting services for this firm, which is the eighth largest in Israel, as assessed by D&B. Amnon holds a BA in accounting and economics from Tel-Aviv University, and is a Lieutenant Colonel (Res) in the IDF.

Alex Jurovitsky, Director

Alex is a successful serial entrepreneur with over 35 years of international business experience. Alex started as an R&D engineer at Elscint Ltd. in Israel developing sophisticated scientific equipment for various nuclear physics labs.

Alex co-founded Dynamic Imaging LLC, where he served as CEO. Dynamic Imaging was a pioneer in the web-based medical image management software and became one of the leading players in the field successfully competing with such industry giants as General Electric, Siemens, Philips, Fuji, Kodak and others. After continuous growth in sales and profitability Dynamic Imaging was acquired by General Electric. Dynamic Imaging's technology is currently the best technology available in its industry and is still being successfully implemented throughout the world.

Upon exiting Dynamic Imaging, Alex, together with his long time business partner Jacob Shochat, became active investors in various successful Israeli startups, including ZoomD.

Omri Argaman, CMO

Omri is one of Moblin's (Datomo Ltd.) co-founders. As Moblin's VP Business development, his role threw out the years was to build and grow Moblin's business.

Omri is a mobile and digital specialist, with extensive experience in the marketing and advertising market, working with the biggest brands and advertisers in the industry. Omri is known as one of Israel's most experienced specialists. Omri teaches and mentors in various academic institutes such as Israel Marketing Association, IDC, Natanya Academic College, The College of Management and more.

Before founding Moblin in 2007, Omri worked at Microsoft for seven years in various business development and marketing positions. In Omri's last position in Microsoft, Omri managed the top 500 mid-market customers on Microsoft Israel, achieving yearly product market share and rev targets.

Prior to Microsoft, Omri worked at Israel's biggest Microsoft partner and software marketer - Aztek. In Aztek Omri's position was Microsoft product manager - managing all training, sales and marketing of the Aztek Sales team, regarding Microsoft products.

Omri holds a BA from Ruppin Academic Institute, Israel.

Ethan Ram, VP R&D

Ethan has over 20 years professional of experience in the SW industry and over 15 years of experience in managing development groups.

Ethan started his career as a Windows Kernel engineer and gained most of his experience leading the development of cutting-edge technologies in the Cyber Security and Gaming industries. Among his recent positions:

  • R&D Manager in SBTech, a leading provider of Sportsbetting and Gaming solutions. Ethan established the Casino unit where he oversaw the development of an open-source technology based online casino aggregator.
  • Chief Architect in Playtech, a tier-1 technology provider in the regulated gaming market. Ethan was responsible for leading innovation and design of new products, including the Playtech-one initiative.
  • Co-founder and VP R&D in a couple of startups in the gaming, online ad-market, and artificial intelligence areas.
  • At Check-Point Ethan led the Mobile VPN product as a development lead and product manager (cybersecurity field).

Ethan holds a BA in Computer Science from the Technion, Israel Technology Institute.

Niv Sharoni, CTO

Niv has over 18 years of experience in the software industry specialized in Mobile Technologies. Niv started his career as a Web Developer at the Israeli hi-tech company Scepia where he was responsible for overseeing projects with some of Israel's leading companies.

After two years Niv started to work at the Israeli cellular company Cellcom as a senior developer and team leader.

In 2007, Niv co-founded Moblin (Datomo Ltd.), the company worked mainly with the Israeli/Global markets.

Niv is a high school graduate.

Yair Yaskerovitch, VP Media

Yair started his career in 1998 as a Sales & Account Manager, for Spectra Digital (NYC based), a digital imaging company. Spectra worked mainly with local NYC companies providing them professional imaging and digital printing solutions.

In 2003, Yair co-founded Sumo Graphics (NYC based), a digital printing solutions company and was responsible of Business Development and Sales to nationwide enterprises, such as: Ralph Lauren, The limited Brand, Tishman Speyer and many more.

In 2006, Yair shifted his professional career into the financial industry and worked as a sales manager with Madison Realty Capital, a leading real estate investment management firm based in Manhattan NY, which closed more than US$5.5 billion of real estate debt and equity transactions against commercial real estate properties across the United States.

In 2010, Yair returned to Israel and started his career in the Ad-Tech industry as a Sale's Manager in Moblin.

Yair holds a BA degree in General Studies (Focused on Business Administration) from Fairleigh Dickinson University, New Jersey, United States.

Etai Koren, VP Monetization

Etai Koren is an executive manager with a strong technical hands-on record of building and delivering high performance products to achieve revenue goals and technology innovation.

Etai started his career at the age of 13 acting as Yossi Vardi's (a well-known Israeli entrepreneur) internet advisor which eventually recruited Etai to ICQ as information security specialist.

Few years later, Etai founded GETRYK (an Acronym of his family tree) an outsourcing development company working with some of Israel's most promising start-ups such as: SmartPay, Dripper, Blazemeter, DopaMusic, FreeTelecom and many others. GETRYK also produced numerous in-house start-up's such as: Encrypto and Cashbex.

In 2014 Etai was nominated as the CTO of Shopicks. Etai was responsible for all aspects of the technology vision and leading all aspects of architecture and product development. In 2015 Etai was assigned as Head of Monetization for Playbuzz a well-known Israeli start-up. Etai led a team responsible for creating the company monetization plan and tools from banner ads to video ads for programmatic and sponsored campaigns. During 2016, Etai joined Zoomd as VP Monetization. Etai is a high school graduate.

Deborah Cohen, VP Sales

Deborah is a dedicated professional with over 10 years of experience in the tech industry.

In 2007, Deborah moved to NY and started an internship at Cartier. In 2008, Deborah joined Spire Vision and learned email marketing for a year.

Deborah's tech career starts at Undertone New York in 2010 where Deborah joined as an Account Manager for their international market. Deborah managed all the campaigns and optimizations for top brands like Air France, Emirates, KLM and Orange.

In 2012, Deborah moved to Israel where she ended up working at Ybrant, a growing video ad network. There, Deborah built the activity with her team and faced a great success. Deborah stayed at Ybrant which became Brightcom for 5 years.

In 2017, Deborah joined StartApp, a leading mobile advertising company. Deborah had the opportunity to learn the mobile market selling StartApp's SDK and contacting app developers to do User Acquisition.

In 2019, Deborah joined Zoomd as VP Sales.

Over her years of experience, Deborah founded TechCareer Israel which is a boutique recruitment company, helping new immigrants to get a job in the Israeli hi-tech industry and Spotted Agency which is a one-stop-shop digital agency for start-ups.

Deborah speaks French and English fluently and holds a Master's in International Business and Management from ISC Business School in Paris.

Sponsorship and Listing Matters

DataMiners has applied for an exemption from the sponsorship requirement under TSXV policies in connection with the Transaction, but in the event a waiver is not available, will seek a sponsorship relationship for this Transaction with a TSXV member firm.

Certain of the DataMiners Common Shares to be issued pursuant to the Transaction are expected to be subject to restrictions on resale or escrow under the policies of the TSXV, including the securities to be issued to "Principals" (as defined under TSXV policies), which will subject to the escrow requirements of the TSXV.

Trading in the DataMiners Common Shares was halted in accordance with the policies of the TSXV on September 26, 2019 in connection with the announcement of the Transaction and will remain halted until all required documentation in connection with the Transaction has been filed and accepted by the TSXV and permission to resume trading has been obtained from the TSXV. It is anticipated that DataMiners Common Shares will not resume trading until completion of the Transaction.

The Transaction will not constitute a Non-Arm's Length Qualifying Transaction (as defined by the TSXV) and the Transaction is not subject to Policy 5.9 of the TSXV.

None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant to the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.

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 Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. 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 to be prepared in connection with the Transaction, 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.

For more information, please contact:

Noah Hershcoviz, Managing Partner
A-Labs Ventures

Telephone: (647) 685-5890
Email: noah@a-labs.ventures

Darryl Cardey, CEO, CFO, and Director
DataMiners Capital Corp.

Telephone: (604) 569-2963
Email: dcardey@cdmcp.com

This news release contains forward-looking statements relating to the timing and completion of the Transaction, the Zoomd Private Placement, 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 Transaction 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 DataMiner's expectations include the failure to satisfy the conditions to completion of the Transaction 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 Transaction 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.

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/46040