VANCOUVER, British Columbia, Sept. 26, 2018 (GLOBE NEWSWIRE) -- DataMiners Capital Corp. (“DataMiners”) (TSX-V: DMC.H), a capital pool company formed under the policies of the TSX Venture Exchange (the “Exchange”), and ZoomD Ltd. (“ZoomD”, the “Company”), an Israeli corporation, are pleased to announce their proposed business combination (the “Proposed Transaction”).
ZoomD has developed a proprietary patented technology for leveraging internet onsite search for increased monetization and better management of online advertising focusing on user acquisition. The Company has global operations and provides services to top tier brands such as Poker Stars, Fox, Alibaba.com and Bwin.
Pursuant to a non-binding letter of intent between ZoomD and DataMiners, their proposed business combination is intended to qualify as a “Qualifying Transaction” of DataMiners as defined by Policy 2.4 of the Exchange. The proposed business combination is subject to certain conditions precedent, including among other things the completion of satisfactory mutual due diligence, execution of a definitive legal agreement and receipt of all requisite approvals.
“We have strong and growing operations in Canada and North America. Listing on the TSX Venture Exchange will provide us with the transparency and credibility of a public company that will no doubt attract additional high quality enterprise clients,” said Amit Bohensky, President of ZoomD.
“DataMiners is excited to combine with ZoomD. The Company’s revenue growth over the last 18 months has been outstanding. In addition, ZoomD has an impressive customer list of top tier brands and a substantial pipeline of new business opportunities,” said Darryl S. Cardey, CEO of DataMiners.
The proposed Qualifying Transaction does not constitute a Non-Arm’s Length Qualifying Transaction (as defined by the Exchange) and is not expected to be subject to DataMiners’ shareholder approval. DataMiners may hold a shareholders’ meeting to approve any related matter requiring shareholder approval under its governing corporate statute. The parties intend to seek a waiver of the sponsorship requirements under the policies of the Exchange.
In conjunction with, and prior to the closing of the Proposed Transaction, ZoomD intends to complete a brokered private placement of subscription receipts, co-lead by Haywood Securities Inc. and Eight Capital, for gross proceeds of up to US$15.0 million. It is expected that each subscription receipt will be automatically exchanged for one common share of ZoomD immediately prior to the completion of the Proposed Transaction and upon the satisfaction of specified escrow release conditions, including the completion or waiver of all conditions precedent to the Proposed Transaction and the conditional approval for listing of the common shares of the Resulting Issuer on the Exchange.
Further details of the Proposed Transaction, including the consideration to be paid, financial information of ZoomD, information concerning the board, management and other insiders of the combined company, and the terms of any concurrent financing will follow in future press releases once available.
About ZoomD
ZoomD is an Israeli company established by data search experts in 2014. The Company has developed a revolutionary patented technology for leveraging internet onsite search for increased monetization and better management of online advertising focusing on user acquisition.. The technology also relates search data to advertiser needs in a way that creates higher advertising revenues and user engagement patterns than comparable technologies. The Company has gained significant growth and recognition in the online advertising space with global operations and services provided to top tier brands such as Poker Stars, Fox, Alibaba.com and Bwin.
Additional information regarding ZoomD can be found at https://www.zoomd.com/
For more information, please contact:
Noah Hershcoviz, Managing Partner, A-Labs Ventures
Telephone: (647) 685-5890
E-Mail: noah@a-labs.ventures
About DataMiners
DataMiners is designated as a Capital Pool Company by the Exchange. 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 Exchange Policy 2.4 - Capital Pool Companies.
For further information, please contact:
Darryl Cardey
Telephone: (604)-569-2963
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange 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 management information circular or 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 Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
The information in this press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions, including, without limitation, the terms and conditions of the proposed business combination and the completion of the proposed business combination, that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although DataMiners and ZoomD believe that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statements will prove to be correct. Except as required by law, DataMiners and ZoomD disclaim any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
Neither the Exchange nor its Regulation Services Provider (as that term is defined in policies of the Exchange) accepts responsibility for the adequacy or accuracy of this press release.