Sensor Enters into Securities Purchase Agreements
Toronto, Ontario--(Newsfile Corp. - January 19, 2023) - Sensor Technologies Corp. (CSE: SENS) ("Sensor") is pleased to announce that, further to its press releases of December 7, 15 and 16, 2021 and June 6, 2022, it has entered into securities purchase agreements with each of Robotic StemCell BioTech Ltd. ("Robotic"), Blockchain Assets Management Group Limited ("BAM") and 14125339 Canada Inc. ("1412"), each of which are arm's length parties.
Robotic Securities Purchase Agreement
Pursuant to securities purchase agreement dated as of December 31, 2021 with Robotic, Sensor has agreed to acquire an aggregate of 27,644,444 common shares in the capital of Robotic (the "Purchased Robotic Shares"). The Purchased Robotic Shares represent approximately 20% of the issued and outstanding securities in the capital of Robotic.
The purchase price for the Purchased Robotic Shares is $1,382,222 (or $0.05 per Purchased Robotic Share) (the "Robotic Purchase Price"). The Robotic Purchase Price will be satisfied through the issuance of an aggregate of 27,644,444 common shares in the capital of Sensor (the "Robotic Consideration Shares") at a price of $0.05 per Robotic Consideration Share.
Robotic entered into an exclusive licensing agreement with iStemCells Regenerative Biotech Corp, whereby Robotic has the exclusive right to manufacture and distribute fully automatic artificial intelligence stemCell culturing robots (the "Cell Robot").
In recent years, the regenerative medicine market has continued to expand. According to British TechNavio statistics, the compound annual growth rate of the regenerative medicine market in 2020- 2024 will reach 20%. The FDA has spotted this trend and declared that 10-20 cell therapy products will be launched every year after 2025.
The business model of Robotic will be to:
- Promote medical tourism for its stem sell therapy in hospitals in Japan
- Distributing and licensing the Cell Robot for medical and research use
- Distributing stem cell consumer-based products in the medical, cosmetic and veterinary industries.
Robotic has acquired two (2) medical clinics in Asia with a view to establish medical tourism in the Asian market with the view of expending into Europe and North America. The clinics are Guangzhou Solan, established in 2018, and Shenzhen Solan, established in 2021.
BAM Securities Purchase Agreement
Pursuant to securities purchase agreement dated as of December 31, 2021 with BAM, Sensor has agreed to acquire an aggregate of 11,111 common shares in the capital of BAM (the "Purchased BAM Shares"). The Purchased BAM Shares represent approximately 10% of the issued and outstanding securities in the capital of BAM.
The purchase price for the Purchased BAM Shares is $4,977,728 (or $448 per Purchased BAM Share) (the "BAM Purchase Price"). The BAM Purchase Price will be satisfied through the issuance of an aggregate of 99,554,560 common shares in the capital of Sensor (the "BAM Consideration Shares") at a price of $0.05 per BAM Consideration Share.
BAM is comprised of two business units: Filecoin mining and blockchain technology development.
Filecoin is a decentralized storage network that turns cloud storage into an algorithmic market. The market runs on a blockchain with a native protocol token (also called "Filecoin"), which miners earn by providing storage to clients. Conversely, clients spend Filecoin hiring miners to store or distribute data. As with Bitcoin, Filecoin miners compete to mine blocks with sizable rewards, but Filecoin mining power is proportional to active storage, which directly provides a valuable service to clients (unlike Bitcoin mining, whose usefulness is limited to maintaining blockchain consensus). This creates a powerful incentive for miners to amass as much storage as they can and rent it out to clients. The protocol weaves these collected resources into a self-healing storage network. The network achieves robustness by replicating and dispersing content while automatically detecting and repairing replica failures. Clients can select replication parameters to protect against different threat models. The protocol's cloud storage network also provides security, as content is encrypted end-to-end at the client, while storage providers do not have access to decryption keys. Filecoin works as an incentive layer on top of IPFS, which can provide storage infrastructure for any data. It is beneficial for decentralizing data, building and running distributed applications, and implementing smart contracts.
BAM is operating a Filecoin mining site with over 5,000 servers. The total mining power is over 205P, with daily mined Filecoin over 3,200 pieces.
BAM also provides cloud storage services for global clients based on the latest IPFS and traditional cloud storage technology to achieve commercial value. In addition, personalized customization services, including private storage, can be carried out.
Leading by PFS storage computing power, BAM creates computing power cluster network services for major public chains. Based on IPFS official technology, BAM has united mining communities to develop the largest IPFS miner cluster network. As such, BAM provides external sales and leasing services. In addition, BAM provides IPFS technical support, product building, promotion, marketing, and other comprehensive benefits.
1412 Securities Purchase Agreement
Pursuant to securities purchase agreement dated as of December 31, 2021 with 1412, Sensor has agreed to acquire an aggregate of 19,875,156 common shares in the capital of 1412 (the "Purchased 1412 Shares"). The Purchased 1412 Shares represent approximately 20% of the issued and outstanding securities in the capital of 1412.
The purchase price for the Purchased 1412 Shares is $2,484,395 (or $0.125 per Purchased 1412 Share) (the "1412 Purchase Price"). The 1412 Purchase Price will be satisfied through the issuance of an aggregate of 42,087,890 common shares in the capital of Sensor (the "1412 Consideration Shares") at a price of $0.05 per 1412 Consideration Share.
1412 is in the process of developing the next blockchain technology to solve the limitation of the current issues.
The fundamental of many problems comes from the limitation of block size. Using a blockchain for record information is not usually the best idea since a block, the structural unit of a blockchain, is limited to 1Mb (1 megabyte for a Bitcoin Block). Thus, sending a file larger than 1 megabyte to the blockchain is impossible.
Today BAM, with the implementation of a new Data Implosion Algorithm, big data volumes, in multiples of 40Gbyte storage blocks are now possible for data archiving, virtual storage and document transmission, "inside" the 1Mb blockchain data envelope. The Imploder Algorithm implodes any type of extensive internet data or binary files into token size depositories, which are less than 1 kilobyte in size.
Immediate applications using this technology include:
- Non-streaming storage and sending of video files over blockchain for video NFT.
- Transmission to IOT BlockChain devices and readers e.g. smartwatch blockchain reader.
- Tokenisation of value added digital assets and smart contracts.
Examples for the use of the Implorer Algorithm IP messaging protocol include:
- The ability for commodity trading and auditable e-commerce track and trace documents for banking settlement and tax jurisdictions.
- The provision of cyber security "Golden and Silver Keys" for distributors and users, to unlock sealed documents and files 'inside' the imploded nested folders inside the blockchain packet.
In addition, 1412 is currently developing the following products:
- Blockchain Crypto Wallet - Users of the wallet can request another party for a specific amount of bitcoin or other crypto assets. The system generates a unique address (like an internet phone number) that can be sent to a third party or converted into a QR Barcode for fast optical reading.
- Secure E-Wallet - A blockchain wallet is a cryptocurrency wallet that is used to manage cryptocurrencies like Bitcoin and Ethereum. It helps to exchange funds efficiently, and the transactions are more secure as they are cryptographically signed, ensuring digital privacy.
- Supply Chain Management - The Blockchain Imploder ensures the high-speed movement of goods internationally, the quality of food safety and food recall, data, and article logistics track and trace protocols become possible using the Imploder IP Protocol operating at SKU level. Data visibility and transport transparency tools offered at a global level.
Change of Business
The closing of the Robotics, BAM and 1412 Securities Purchase Agreements (collectively, the "Securities Purchase Agreements"), is subject to Sensor obtaining shareholder and regulatory approval for a change of business (the "Proposed COB") from a "industrial issuer" to an "investment issuer".
The Proposed COB is considered a fundamental change / change of business under Policy 8 of the Canadian Securities Exchange ("CSE") and, as such, will subject to all of the requirements of Policy 8 including, but not limited to, CSE and shareholder approval. The Securities Purchase Agreements are not considered to be a fundamental change under CSE Policy 8.
If shareholder and regulatory approval is obtained, the Proposed COB, Sensor's primary focus will be to seek returns through investments in the securities of other companies. Sensor will continue to review opportunities to extract residual value from its existing assets, provided Sensor may abandon some or all of such assets if it determines appropriate.
If shareholder and regulatory approval is obtained, Sensor will operate as a diversified investment and merchant banking firm focused on public companies and commodities. Sensor's proposed investment activities will include (i) public companies, (ii) near public companies and private capital, (iii) global venture capital initiatives and (iv) strategic physical commodities. However, Sensor may take advantage of special situations and merchant banking opportunities, as such opportunities arise, and make investments in other sectors which the Corporation identifies from time to time as offering particular value.
The investment objective of Sensor will be to provide investors with long-term capital growth by investing in a portfolio of undervalued companies.
Sensor intends to call a special meeting of shareholders as soon as possible after the execution of the definitive share exchange agreements. At the meeting, shareholders' will be asked, among other matters, to:
- elect directors;
- approved the change of business of Sensor from an industrial issuer to an investment issuer; and
- proposed name change.
Sensor develops non-intrusive asset health monitoring sensor systems for the oil and gas market to help operators track the thinning of pipelines and refinery vessels due to corrosion/erosion, strain due to bending/buckling and process pressure and temperature. Sensor's FT fiber optic sensor and corrosion monitoring systems allow cost-effective, 24/7 remote monitoring capabilities to improve scheduled maintenance operations, avoid unnecessary shutdowns, and prevent accidents and leaks.
In addition, Sensor announces that it entered into share purchase agreement (the "Agreement") with an arm's length party with respect to the sale of 49% of the issued and outstanding securities (the "Subject Shares") in the capital of Sensor Technologies Inc., a wholly owned subsidiary of Sensor. As part of the sale, the purchaser assumed debt related to Sensor Technologies Inc. The sale of the Subject Shares allows Sensor to continue to realize the benefits of owning Sensor Technologies Inc. while removing a significant amount of debt of its balance sheet.
Jay Vieira, President, CEO
Completion of the transactions is subject to a number of conditions, including CSE acceptance and shareholder approval. The transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transactions will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the transactions, any information released or received with respect to the transactions may not be accurate or complete and should not be relied upon. Trading in the securities of Sensor should be considered highly speculative.
The CSE has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Cautionary Note regarding Forward-looking Statements
This news release includes certain information and forward-looking statements about management's view of future events, expectations, plans and prospects that constitute forward-looking statements. These statements are based upon assumptions 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 the Corporation believes that the expectations reflected in forward-looking statements are reasonable, it can give no assurances that the expectations of any forward-looking statement will prove to be correct. Except as required by law, the Corporation disclaims 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/151808