Sensor Announces a Private Placement, Enters into Two Letters of Intent and Proposes a Change of Business

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Toronto, Ontario--(Newsfile Corp. - December 7, 2021) - Sensor Technologies Corp. (CSE: SENS) ("Sensor") is pleased to announce that it has entered into non-binding letter of intents with each of Robotic StemCell BioTech Ltd. ("Robotic") and Blockchain Assets Management Group Limited ("BAM"), both of which are arm's length parties. In addition, Sensor intends to seek shareholder approval to change its business from an industrial issuer to an investment issuer.

Robotic Letter of Intent

Pursuant to non-binding letter of intent dated November 24, 2021 with Robotic, Sensor has agreed to acquire all of the issued and outstanding securities of Robotic (the "Robotic Shares"). The purchase price for the Robotic Shares will be determined by the parties upon the completion of Sensor's due diligence. The purchase price shall be satisfied through the issuance of common shares (the "Robotic Consideration Shares") in the capital of Sensor at a price per Robotic Consideration Share to be determined in the context of the market.

The acquisition of the Robotic Shares (the "Robotic Transaction") is subject to requisite shareholder and regulatory approval, including the approval of the Canadian Securities Exchange ("CSE") and standard closing conditions, including the completion of due diligence investigations to the satisfaction of each of Robotic and Sensor.

Prior to completion of the Robotic Transaction, Sensor and Robotic shall negotiate and enter into a definitive share exchange agreement on commercially reasonable terms and the parties shall have obtain the requisite shareholder approvals for the Robotic Transaction.

About Robotic

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 Artificial Intelligence Robotic StemCell medicine mainly covers three major areas:

  • Tissue and cell repair

  • Stem cell therapy

  • Immune cell therapy

Applications of StemCell Therapy

Use of AI Robots in StemCell Laboratory to cultivate a large number of Mesenchyme StemCells for practical treatment.

  • Diabetes

  • Renal Hypertension

  • Myocardial Infarction

  • Anti-aging

  • Skin care

  • Hair growth and care

  • Joint tissue injury

  • Spinal cord injury

  • Cerebral hemorrhage

  • Cerebral infarction

  • Alzheimer's prevention

  • Liver (hepatitis and cirrhosis)

The Cell Robot is the first machine that can operate culturing with one professional monitoring the process. According to Robotic, similar machines in the market is only a half automatic robot, which means its depends more on manpower.

Traditionally, stemCells are cultured within a GMP laboratory. The establishment of a GMP takes huge amount of investment and requires a large amount of investment in time to train and select professional personnel. With the introduction of the Cell Robot, all of these conditions are simplified.

The use of the Cell Robot can reduce the variables in the culturing of stemCells by human efforts as it pertains to quantity and quality.

BAM Letter of Intent

Pursuant to non-binding letter of intent dated November 25, 2021 with BAM, Sensor has agreed to acquire up to 20% of the issued and outstanding securities in the capital of BAM (the "BAM Shares") for a purchase price of up to CAD$1 million (the "BAM Purchase Price"). The final BAM Purchase Price will be determined by the parties upon the completion of Sensor's due diligence. The BAM Purchase Price may be satisfied either through (i) cash consideration paid on the closing of the acquisition of the BAM Shares; (ii) the issuance of common shares (the "BAM Consideration Shares") in the capital of Sensor at a price per BAM Consideration Share to be determined in the context of the market; or (iii) a combination of cash consideration and issuance of BAM Consideration Shares.

The acquisition of the BAM Shares (the "BAM Transaction") is subject to requisite shareholder and regulatory approval, including the approval of the CSE and standard closing conditions, including the completion of due diligence investigations to the satisfaction of each of BAM and Sensor.

Prior to completion of the BAM Transaction, Sensor and BAM shall negotiate and enter into a definitive share exchange agreement on commercially reasonable terms and the parties shall have obtain the requisite shareholder approvals for the BAM Transaction.

About BAM

BAM is a blockchain company whose main asset is a secure blockchain platform that was built from the ground up by its in-house team of developers and engineers. Owning and developing its own block chain gives BAM advantages over other blockchain/smart contract platforms, such as:

  • A complete platform to build almost any type of application;

  • The ability to establish native cryptocurrency;

  • The ability to add and support any other global blockchain network;

  • A high level of decentralization;

  • Regular updates and upgrades to the core code as its development team sees fit; and

  • Documentation and direct access to its team of developers with experience.

Other blockchains such as Stellar, NEO, Stratis, and EOS have a similar offering, but with differing technological and protocol differences and platform bottlenecks. Blockchain systems are built as protocols. That means that performance is largely determined by technical decisions and trade-offs. BAM's own decentralized blockchain allow a network of users to make an agreement and a mechanism for coming to a consensus on which actions and transactions are valid. This mechanism is computationally expensive and slows down most blockchains as proof of work or "mining" significantly. However, BAM decided long ago that the designing and structuring these mechanisms is what determines the performance of a decentralized platform and would not have to make trade-offs between scalability security and speed as BAM blockchain source code is 100% developed internally.

Confirmation time is the time it takes for your transactions to go through the network. Sending Bitcoin to a friend will take an average of 10 minutes. On the BAM network, transaction will take approximately 1 to 2 minutes.

Private Placement

In addition, Sensor would also like to announce that it intends to raise gross proceeds of up to $500,000 (the "Offering") through a non-brokered private placement of up to 10,000,000 units (the "Units") at a price of $0.05 per Unit.

Each Unit will consist of one (1) common share of Sensor and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire one common share of Sensor at a price of $0.08 for a period of two (2) years following the closing date of the Offering.

The closing of the Offering is subject to all necessary regulatory approvals. The securities being issued pursuant to the Offering will be subject to a four (4) month hold period in accordance with applicable Canadian securities laws. The proceeds from the Offering will be used for general working capital purposes.

Change of Business

After a thorough evaluation of Sensor's existing resources and a review of strategic options for the corporation generally, Sensor's board of directors and management determined to refocus its business operations from an "industrial issuer" to an "investment issuer". The Board believes that its network of business contacts, the depth of experience of its management team and its overall entrepreneurial approach will enable it to identify and capitalize upon investment opportunities as an "investment issuer". There closing of the Robotic and BAM Transactions are conditional upon Sensor obtaining shareholder approval for the proposed change of business (the "Proposed COB").

If shareholders approve 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 the Proposed COB is approved by shareholders, Sensor will continue its operations 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.

EmersonGrow Letter of Intent

Sensor also announces that it has terminated its letter of intent with EmersonGrow Technology Inc.

Additional Information

The entering into of the BAM and Robotic definitive agreements will be considered a fundamental change under Policy 8 of the CSE and, as such, will subject to all of the requirements of Policy 8 including, but not limited to, CSE and shareholder approval.

All information contained in this news release with respect to Robotic and BAM was supplied by the parties respectively, for inclusion herein, and each party and its directors and officers have relied on the other party for any information concerning the other party.

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.

About Sensor

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.

Corporation contact:

Jay Vieira, President, CEO
email: jay@fox-tek.com

The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of this 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/106878

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