Memex Inc. Secures up to $1.5 Million in Loan Facilities

BURLINGTON, ON / ACCESSWIRE / March 28, 2019 / Memex Inc. (“Memex” or the “Company”) (TSX-V: OEE), a global leader in Industrial Internet of Things (“IIoT”) manufacturing productivity software, is pleased to announce it has finalized loan facilities arrangements with affiliates of G&G Private Capital (“G&G”) (for up to $1.4 million) and Officers of Memex (for up to $100 thousand) (collectively the “Lenders”), for a total of $1.5 million dollars (collectively, the “Loan”). The details of this now finalized Loan agreement were first announced February 26, 2019.

The first tranche of the loan, advanced March 28th, was for $750 thousand ($700 thousand from G&G and $50 thousand from Company Officers). Subsequent drawdowns could become available to the Company in April 2020 provided the Company achieves specific operational milestones related to bookings, revenue and operational performance and would be done in the same ratio between G&G and Company Officers. The proceeds of the Loan will be used by the Company to support ongoing operations and is secured by a first charge general security agreement against Company assets.

As previously announced, outstanding principal on the Loan bears interest at a rate of Royal Bank Prime Rate + 8% per annum payable in cash or, with a 35% premium to the cash price, payable in common shares of the Company (the “Shares”), the Shares being valued at the closing price of the Company’s Shares as traded on the TSX Venture Exchange on the last trading day preceding payment. Drawdown fees of 1.5% of the value of each tranche are payable at the time of drawdown, with a total of $11,250 being paid out already with the first tranche. No repayment of outstanding principal is required until April 2020, and the loan matures March 2022.

In connection with the initial tranche of the Loan, the Company issued the Lenders non-transferable Share purchase warrants (the “Warrants”) received a total of 3.75 million Warrants (3.5 million to G&G) exercisable at $0.05. The number of Warrants to be issued with any subsequent tranches would be equivalent to the number obtained by dividing ¼ (25%) of the drawdown amount by the closing price of the Company’s Shares as traded on the TSX Venture Exchange on the last trading day prior to the drawdown. These Warrants would have an exercise price equivalent to that trading value. Expiry of the Warrants would coincide with the maturity of the Loan.

“G&G’s engagement with Memex comes at a key moment in the company’s development,” said David McPhail, Memex’s CEO. “Operationally, while Memex is executing well on the metrics that matter-bookings, backlog, revenues, margins, and cash flow generation-we believe the share price does not currently reflect the improving trend in results reported in fiscal Q4 and confirmed in fiscal Q1.”

“Having now worked with their leadership team over the past month and developing a more in depth understanding of their business model and positioning within the Industrial Internet of Things (“IIoT”) marketspace G&G Private Capital is excited to be getting involved with Memex at this stage of their development” said Gregory Ellis, G&G Principal.

About G&G Private Capital:

G&G Private Capital Inc. (“G&G”), based in Toronto, Canada is an independent finance and investment company that provides private and public companies with debt and/or equity financing. G&G’s principals are experienced business people and former entrepreneurs focused on the capital and investments needs of high-growth technology companies. G&G works with profitable and near-profitable organizations and aligns itself with the long-term interests of its clients.

Options Grant to Sophic Capital:

As part of its ongoing capital markets advisory services arrangement with Sophic Capital (“Sophic”), on March 27, 2019 the Company granted Sophic 500,000 Stock Compensation Options (“Options”). These Options have an exercise value of $0.05, will vest in equal tranches over a twelve-month period, and expire in March 2022.

About Memex Inc.:

Established in 1992, Memex grew to be an industry leader in Industry Internet of Things (IIoT) through the development of MERLIN Tempus, an award-winning platform that delivers real-time, tangible increases in manufacturing productivity. Memex is on the leading edge of industry trends in computing power, machine connectivity, industry standards, advanced software technology, and manufacturing domain expertise.

Our persistent pursuit of innovative IIoT solutions led to a comprehensive understanding of the challenges manufacturers face. We made it our mission to, “successfully transform factories of today into factories of the future.” As the global leader in Machine to Machine (M2M) connectivity solutions, our hardware and software products create unparalleled visibility at all levels, from “Shop-Floor-to-Top-Floor.”

The MERLIN Tempus Suite provides effective quantification and management of Overall Equipment Effectiveness (OEE) by revealing hidden capacity using real-time objective data. Further, it offers sustainable benefits that enable world-class OEE such as reducing costs, incorporating strategies for continuous LEAN improvement, and boosting bottom-line financial performance. For more information, please visit: www.MemexOEE.com.

For investor inquiries please contact:

Ed Crymble, Chief Financial Officer
905-635-1540
investor.relations@memexOEE.com

David McPhail, President & CEO
905-635-1540
investor.relations@memexOEE.com

Sean Peasgood, Investor Relations
647-977-9264
sean@sophiccapital.com

Forward-Looking Statements

Statements relating to any subsequent drawdowns under the Loan are forward-looking statements. Any subsequent drawdowns will be subject to the Company achieving specific operational milestones primarily related to bookings, revenue and operational performance. There can be no guarantee that the Company will be able to achieve the milestones required for additional drawdowns. No forward-looking statement can be guaranteed, and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information. The aforementioned forward-looking statements are made as of the date of this press release and, except as required by applicable securities legislation, MEMEX assumes no obligation to update publicly or revise these forward-looking statements to reflect subsequent information, events, or circumstances.

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 release.

SOURCE: Memex Inc.

ReleaseID: 540470