TORONTO, Sept. 11, 2023 /CNW/ - NetraMark Holdings Inc. (the "Company" or "NetraMark") (CSE: AIAI) (Frankfurt: 8TV) (OTC: AINMF) is pleased to announce a non-brokered private placement financing (the "Offering") of a minimum of 7,500,000 units of the Company (the "Units"), for aggregate gross proceeds of not less than $1.5 million.

Each Unit will consist of one common share in the capital of the Company and one common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire, subject to adjustment in certain events, one common share in the capital of the Company at an exercise price of $0.35 for a period of two years from the closing date of the Offering. After the first anniversary of the issuance of the Warrants, the Corporation may accelerate the expiry date of the Warrants if the daily volume weighted average trading price of the common shares of the Company on the Canadian Securities Exchange is at or greater than $1.00 for ten (10) consecutive trading days.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions ("NI 45-106"), the Units issuable pursuant to the Offering will be offered for sale to purchasers resident in Canada (other than Quebec) pursuant to the listed issuer financing exemption under Part 5A of NI 45-106 (the "Listed Issuer Financing Exemption"). Because the Offering is being completed pursuant to the Listed Issuer Financing Exemption, the securities issued to investors under the Offering will not be subject to a hold period pursuant to applicable Canadian securities laws. None of the Units will be registered under the United States Securities Act of 1933, as amended, and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

In connection with the Offering, the Company may pay a fee equal to 6.0% of the gross proceeds raised by registered dealers and issue Warrants to the registered dealers (the "Finder Warrants") equal to 6.0% of the number Units sold by such dealers. The Finder Warrants will have substantially the same terms and conditions as the Warrants.

There is an offering document related to the Offering that can be accessed under the Company's profile at www.sedarplus.ca and on the Company's website at www.netramark.com. Prospective investors should read this offering document before making an investment decision.

Assuming a minimum Offering, the Company intends to use the net proceeds of the Offering for building a sales pipeline based on established leads and working capital and general corporate expenses. See the offering document for more information on the intended use of proceeds.

The closing of the Offering is expected to occur on or about September 19, 2023, or such other date or dates as the Company may determine.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

NetraMark is a company focused on being a leader in the development of Artificial Intelligence (AI) / Machine Learning (ML) solutions targeted at the Pharmaceutical industry. Its product offering uses a novel topology-based algorithm that has the ability to parse patient data sets into subsets of people that are strongly related according to several variables simultaneously. This allows NetraMark to use a variety of ML methods, depending on the character and size of the data, to transform the data into powerfully intelligent data that activates traditional AI / ML methods. The result is that NetraMark can work with much smaller datasets and accurately segment diseases into different types, as well as accurately classify patients for sensitivity to drugs and / or efficacy of treatment.

For further details on the Company please see the Company's publicly available documents filed on the System for Electronic Document Analysis and Retrieval (SEDAR).

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation including with respect to the closing date of the Offering, the minimum offering and use of proceeds which is based upon NetraMark's current internal expectations, estimates, projections, assumptions and beliefs, terminology such as "expect", "likely", "may", "will", "should", "intend", "anticipate", "potential", "proposed", "estimate" and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions "may", "would" or "will" happen, or by discussions of strategy. Forward-looking information includes estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The forward-looking statements are expectations only and are subject to known and unknown risks, uncertainties and other important factors that could cause actual results of the Company or industry results to differ materially from future results, performance or achievements. Any forward-looking information speaks only as of the date on which it is made, and, except as required by law, NetraMark does not undertake any obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise. New factors emerge from time to time, and it is not possible for NetraMark to predict all such factors.

When considering these forward-looking statements, readers should keep in mind the risk factors and other cautionary statements as set out in the materials we file with applicable Canadian securities regulatory authorities on SEDAR at www.sedar.com including our Management's Discussion and Analysis for the interim period ended June 30, 2023. These risk factors and other factors could cause actual events or results to differ materially from those described in any forward-looking information.

The CSE does not accept responsibility for the adequacy or accuracy of this release.

SOURCE NetraMark Holdings Inc.

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