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DeepMarkit Announces Revised Private Placement Terms and Closing Schedule

Tickers: XTSX:MKT, PINX:MKTDF
Tags: #Technology, #Marketing



Calgary, Canada - TheNewswire - August 22, 2019 - DeepMarkit Corp., ("DeepMarkit" or the "Company") (TSXV:MKT) announces changes to its proposed private placement with HK Datang Investment Holding Group Co. Limited ("HK Datang").

As previously announced (June 24, 2019), the Company has entered into a strategic investment agreement dated June 22, 2019 with HK Datang, an arm's length, private Hong Kong investment company (the "Investment Agreement"). Under the terms of the Investment Agreement, HK Datang, subject to certain conditions, was to acquire 29,527,120 post-consolidation common shares at a price of $0.075 per share (post-consolidation), for total subscription proceeds of $2,214,535 (the "Transaction"). HK Datang and the Company have entered into an agreement dated August 21, 2019 to amend the terms of the Investment Agreement to provide for a private placement of Units consisting of common shares and common share purchase warrants (the "Units"). Under the terms of the amended Investment Agreement, and subject to TSXV approval, HK Datang will purchase 17,333,333 Units at a price of $.075 (CAD) per Unit for a total purchase price of $1,300,000 (CAD). Each Unit will consist of one common share and 0.7034 of a warrant to purchase a common share at an exercise price of $0.10 (CAD) per share. The warrants will have a one-year term. The aggregate number of common shares which may be acquired by HK Datang (including common shares acquired upon the exercise of all warrants) is 29,527,120, the same amount as contemplated in the original Investment Agreement. Total consideration for the aggregate share purchase (including the exercise of warrants) is $2,519,379 (CAD), an increase of $304,845 (CAD) from the original Investment Agreement. The amendment agreement provides for HK Datang to deliver to the Company a non-refundable $100,000 (CAD) deposit in respect of the private placement. The private placement is scheduled to close on or before September 30, 2019. All other terms of the original Investment Agreement remain unchanged.

As previously announced (August 2, 2019) at the annual general and special meeting of shareholders held on August 1, 2019, shareholders of the Company approved the consolidation of the Company's Common Shares on the basis of one (1) post-consolidation share for every ten (10) pre-consolidation shares, and as well approved HK Datang as a new "control person".

The Company expects to complete the Transaction following receipt of TSXV approval. For more details regarding the Transaction, please see the Company's news release dated June 24, 2019, as well as the investment agreement between HK Datang and the Company, each of which are filed on the Company's profile at www.sedar.com.

In anticipation of the September 30 closing, the Company and HK Datang are developing a multi-faceted business plan for the expansion of the Company business in China, building on the Company's focus on tools for online merchants and technologies for the expansion of e-commerce transactions which will benefit both consumers and merchants.

The proceeds from the Transaction will be used to repay $1,000,000 outstanding under the Debentures and for general working capital and corporate purposes. The common shares, share purchase warrants and common shares issuable on exercise of the share purchase warrants will be subject to a hold period expiring four months following the date of issuance, in accordance with the policies of the TSXV and applicable securities laws.

About HK Datang

HK Datang is a Hong Kong headquartered investment holdings company focused on investment and business incubation as well as brand growth and expansion. HK Datang is controlled by Chongqing Tangsen Network Technology Ltd., a private Chinese company ("Tangsen"). Tangsen is a software, technology and R&D company which, among other activities, operates a China-focused e-commerce platform posed to become a cross-border e-commerce platform. Tangsen is controlled by two individuals, Yanyan Cai and Shouying He, both of whom are expected to join the DeepMarkit Board, subject to approval by the TSXV.

The minority shareholder of HK Datang is Datang Telecom, a Chinese national telecommunications company.

About DeepMarkit

DeepMarkit is a technology company focused on creating new tools and technologies to aid e-commerce transactions for the benefit of both consumers and online merchants.

DeepMarkit's shares are listed on the TSX Venture Exchange, symbol MKT. To try out our games and see the power of the platform, please visit www.deepmarkit.com

For more information, please contact:

President & CEO
Darold H. Parken

Tel: 403-537-0067

Email: dparken@deepmarkit.com

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Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.

CAUTIONARY STATEMENT

Statements in this press release may contain forward-looking information including, statements regarding the potential investment by HK Datang or the required regulatory approvals. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. 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 DeepMarkit. Factors that could cause the actual results to differ materially from those in forward-looking statements include, but are not limited to, failure to obtain necessary regulatory approvals and the failure to close the proposed investment transaction as a result of due diligence investigations or other causes. The reader is cautioned not to place undue reliance on any forward-looking information.

The forward-looking statements contained in this press release are made as of the date of this press release and DeepMarkit does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as required by securities law.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW.

Copyright (c) 2019 TheNewswire - All rights reserved.

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