Nurosene Health Inc. concludes non-binding letter of intent with Netramark Corp. for an acquisition project

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NetraMark’s Powerful AI Data Analytics and Machine Learning to Power the Nuro Application

TORONTO, August 10, 2021 / CNW / – Nurosene Health Inc. (“Nurosene“or the”Company“) (CSE: REPAIR) (Frankfurt: 8TV) (OTC: MNNDF), a health technology company focused on building a generation of better brains, is happy to announce that it has entered into an arm’s length list of conditions (“Conditions sheet“) with NetraMark Corp. (“NetraMark“), a private Ontario company, to acquire all of its issued and outstanding shares (“Transaction“). The Company will not assume any long-term debt, and no finder’s fees and / or other fees are payable, in connection with the Transaction. The non-binding Term Sheet was signed on July 9, 2021 and both parties have completed their mutual due diligence investigations and waived all remaining due diligence conditions, the August 6, 2021. It is currently envisaged that all required parties will reach a definitive agreement no later than September 15, 2021 (subject to extension by mutual agreement between the parties) which will contain the terms and conditions of use for transactions of this nature.

Logo Nurosene Santé Inc. (CNW Group / Nurosène Santé Inc.)

CEO of Nurosene, Ranj bath, commented, “We look forward to adding the talented NetraMark technology team led by Dr. Joseph Geraci, whose exclusive machine learning capabilities will evolve and advance Nurosene’s mission for better brain health. Based on the powerful data analysis and machine learning capabilities of NetraMark, NetraAI will power the Nuro application, which will not only extract in-depth data and research, but interpret that data quickly, providing a predictive component for health and the well-being of our community. This information will be invaluable in helping Nurosene continue to design precision solutions, such as drug development, to address challenges in mental health and other complex disorders. “

Dr. Joseph Geraci, PhD, Founder and CEO of NetraMark added, “Nurosene provides a platform and a team that we can leverage to further commercialize and transform our proprietary technology. Together, we want to build a future for health and wellness that will advance precision medicine and drug development with the goal of developing new personalized preventive therapies. By leveraging the established AI and data-driven techniques of NetraMark products, we can effectively accelerate Nurosene’s mission to improve mental well-being by evaluating and predicting optimal treatments and therapeutic formulations in collaboration with their exclusive mobile app. “

Transaction Details:

  • Proposed purchase price of CA $ 15,000,000 payable as follows: (i) CA $ 12,850,000 in ordinary shares (“Buy stocks“) of the Company (the number of shares to be issued being calculated using the weighted average price according to the volume over 10 days before August 10, 2021, subject to release authorized in accordance with CSE policies); and (ii) CA $ 2,150,000 in cash at closing (“Closing“).

  • Shares purchased will be subject to contractual escrow ranging from 12 to 36 months from closing, as well as other relevant escrow provisions in accordance with the Canadian Stock Exchange (“CST“) policies, if applicable.

  • It is a condition precedent in favor of Nurosene that NetraMark complete and provide annual audited financial statements in accordance with IFRS (“NetraMark Checked Financial Statements“) before closing.

  • The Transaction will be subject to the execution of a definitive agreement by all required parties, receipt of all necessary corporate approvals from both parties and all regulatory and CSE approvals, if and as required.

NetraMark activity:

NetraMark has developed proprietary artificial intelligence (“AI“) and machine learning solutions to accelerate drug discovery for pharmaceutical companies. Their advanced technology AI engine has the ability to leverage small to large datasets from user populations. This enables the extraction of meaningful information, designed to have a profound impact on precision treatments, leading to better patient outcomes and insights.

Currently, and on an unaudited basis, NetraMark’s historical financial information consists of the following:

As of December 31, 2020

(unaudited)

As of December 31, 2019

(unaudited)

Total assets

$ 615,172

$ 828,151

Working capital

$ 422,279

$ 779,016

Net equity

$ 362,082

$ 795,576

All financial information is subject to NetraMark’s Audited Financial Statements, the completion and delivery of which constitutes a condition precedent in favor of Nurosene for the completion of the Transaction.

About dr. Joseph Geraci, PhD

Dr. Joseph Geraci, PhD is a mathematician, medical scientist and quantum machine learning specialist. He holds post-doctoral degrees in machine learning, oncology and neuropsychiatry. He has developed new artificial intelligence algorithms capable of delivering extraordinary information on complex data sets, such as those found in clinical trials. He is associated with the Department of Molecular Medicine and Pathology at Queen’s University in Ontario, Canada, and the Center for Biotechnology and Genomic Medicine Georgia Medical College, UNITED STATES.

About NetraMark

NetraMark Corp., an AI and pharmaceutical technology company, has developed proprietary solutions for pharmaceutical and biotechnology companies. These solutions allow them to leverage their data large and small to optimize clinical trials and drug development. This is accomplished by providing a superior understanding of their patient populations and this information is also used to develop new drugs and nutraceuticals.

Founded in 2016 by Dr. Joseph Geraci, doctorate and Richard M. Brooks, LLB, NetraMark was designed to address the current gaps in the pharmaceutical market. Using AI and machine learning, NetraMark provides powerful insights into how to treat patients at the individual level, instead of a “one size fits all” model. NetraMark was designed to accelerate the path to new drugs and nutraceuticals by taking full advantage of AI and machine learning.

About Nurosene

Nurosene provides individuals with tools and technologies that allow them to take control of their mental well-being. Our mission is to build the next generation of better, healthier brains by leveraging technological advances in AI and machine learning. With our team of experts and partners, Nurosene is positioned at the forefront of research and critical innovation, striving to disrupt traditional mental wellness treatments. The company is based in Toronto, Ontario.

For more information visit www.nurosene.com.

Forward-looking statements

This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation, which is based on Nurosene’s current internal expectations, estimates, projections, assumptions and beliefs, as well as its opinions on future events. . Forward-looking information can be identified by the use of forward-looking terms such as “expect”, “likely”, “may”, “will”, “should”, “intention”, “anticipate”, “possible” , “Proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “could”, “would” or “will” occur, or through strategy discussions. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, indications or other statements that are not statements of fact. This press release contains forward-looking statements relating to, among other things, the activities of the Company’s proposed acquisition of NetraMark, growth and other related initiatives. There can be no assurance that the Transaction will be completed as offers e or at all.

Any forward-looking information is only valid as of the date it is made and, except as required by law, Nurosene assumes no obligation to update or revise any forward-looking information, whatsoever thereafter. new information, future events or others. New factors appear from time to time, and it is not possible for Nurosene to predict all of these factors. When reviewing these forward-looking statements, readers should keep in mind the risk factors and other caveats in Nurosene’s final detailed prospectus dated May 20, 2021 and filed with the relevant Canadian securities regulatory authorities on SEDAR at www.sedar.com. The risk factors and other factors mentioned in Nurosene’s final long-form prospectus could cause actual events or results to differ materially from those described in any forward-looking information.

The CSE accepts no responsibility for the adequacy or accuracy of this release.

SOURCE Nurosene Health Inc.

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