VANCOUVER, BRITISH COLUMBIA — (Marketwired) — 01/17/17 — Carl Data Solutions Inc. (CSE: CRL)(CSE: CRL.CN)(FRANKFURT: 7C5)(OTC PINK: CDTAF) (“Carl” or the “Company”), a developer of Big- Data-as-a-Service (“BDaaS”)-based solutions for data integration, business intelligence, and the Industrial Internet-of-Things (“IIoT”) applications, is pleased to announce that it has entered into a non-binding Letter of Intent (the “LOI”) to acquire 100% of Calgary- based AB Embedded Systems Ltd. (“AB Embedded”), an established industrial sensor and data logger manufacturer.
The LOI contemplates that Carl will purchase 100% of all issued and outstanding common shares of AB Embedded Shares (the “Shares”).
The LOI contemplates that, in consideration for the purchase of the Shares, Carl will pay a total of $50,000, in two separate monthly tranches of $25,000, issue an aggregate of 1,195,066 common shares, an additional 542,509 common share purchase warrants if AB Embedded achieves a minimum of CAD$434,000 in revenues for the 12 month period ending December 31, 2017, and an additional 542,509 common share purchase warrants if AB Embedded achieves a minimum of CAD$651,000 in revenue for the 12 month period ending December 31, 2017. The LOI also contemplates that Mr. Attila Bene, President and CEO of AB Embedded, will continue as President of AB Embedded in exchange for, among other things, 100,000 stock options of the Company.
The transactions contemplated under the LOI are subject to, among other things, the parties successfully negotiating and entering into a formal agreement.
AB Embedded is a privately held company based in Calgary, Canada that designs, engineers and manufactures smart control systems and devices for water, solid waste management and industrial monitoring in all-weather environments for the Oil & Gas sector. These high-performance, high-efficiency control systems are designed to perform specific tasks and are deployed where 100 percent reliability and controlled low power consumption are essential. AB has engineered embedded systems for dozens of leading oil and gas corporations across North America. Their systems power more than 250 natural gas compressor sites in Alberta and Saskatchewan alone. AB Embedded has seen significant recent sales growth internationally, especially in the emerging India LNG market.
The proposed acquisition creates an exciting opportunity for Carl to expand its BDaaS applications within the Oil&Gas sector. Integrating AB Embedded–s systems and devices into Carl–s BDaaS infrastructure offers the potential to provide holistic data systems for all emerging IIoT markets. With cloud-based services that access complete hardware and software solutions for IIoT and Machine to Machine (M2M) systems, integrating real-time monitoring, analysis and reporting will be seamless.
Mr. Bene commented, “My experience as a Control Systems Engineer and Information Technology expert means I understand Big Data; how much is being collected and what kind of operational intelligence needs to be extracted. Carl–s BDaaS applications will be very useful for the Oil & Gas sector to monitor operations so they become more efficient, protecting the environment and saving money.”
Greg Johnston, CEO of Carl Data Solutions Inc., commented, “AB Embedded will greatly enhance our presence within the Oil & Gas sector. Consistent with our strategy to acquire proven and complimentary companies, upon completion of the acquisition, the Company would look to leverage AB Embedded–s technology and customer base to expand our suite of applications to serve this market. We are pleased to be partnering with a company like AB Embedded and look forward to starting our work with them this year.”
About Carl Data Solutions Inc.
Carl Data Solutions Inc. is focused on providing next generation information collection, storage and analytics solutions for data centric companies. Building on its recent acquisitions, Flow Works Inc., a company that helps its clients analyze and understand all forms of environmental data through a powerful platform of data collection, monitoring, analysis and reporting tools and Extend to Social Media Inc., a company that specializes in unstructured data analysis from Social Media, Carl develops applications to work with new cloud-based mass storage services and analytics tools (Big-Data-as-a-Service (“BDaaS”)).
Carl–s development platform can accommodate virtually unlimited storage of any type of data. This technology allows Carl to build advanced applications for monitoring, reporting and analysis. Carl–s data collection and storage methods allow the company to build smart Software-as-a-Service (“SaaS”)-based applications that can collect data from many diverse sources and provide deep insight for decision-making purposes. More information can be found at .
About AB Embedded Pvt. Ltd.
AB Embedded Pvt. Ltd., based in Calgary, Canada, has been executing projects in hardware and software engineering design sector since 2006. They focus on embedded systems. Since their embedded systems are engineered to perform specific tasks, their design engineers ensure that customers– cost, power consumption, size, performance and reliability are optimized. Their smart control systems and devices are manufactured specifically for water, solid waste management, industrial control and monitoring in all- weather environments. AB Embedded–s high-performance, high-efficiency control systems, are a top choice for the Oil & Gas sector because of their consistent reliability and low power consumption. AB Embedded believe in constant innovation. They are transforming the way engineers design, prototype, and deploy embedded systems for automation, measurement and embedded applications. More information can be found at .
On behalf of the Board of Directors:
Greg Johnston
President, Chief Executive Officer, Director
Carl Data Solutions Inc.
The Canadian Securities Exchange (operated by CNSX Markets Inc.) has neither approved nor disapproved of the contents of this press release
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. In particular, forward-looking statements in this press release include, but are not limited to, the statements with respect to the acquisition of AB Embedded pursuant to the LOI, including the shares of AB Embedded that will be purchased by the Company and the shares, warrants and cash that will be issued and paid by the Company, future levels of revenue for AB Embedded, continued services of Mr. Bene, stock options to be granted to Me. Bene and expected time to start the Company–s work with AB Embedded; the statements that the proposed acquisition creates an exciting opportunity for Carl to expand its BDaaS applications within the Oil&Gas sector, integrating AB Embedded–s smart control systems and devices into Carl–s BDaaS infrastructure offers the potential to provide holistic data systems for all emerging IIoT markets and integrating real-time monitoring, analysis and reporting will be seamless; Mr. Bene–s statement that Carl–s BDaaS application will be very useful for the Oil & Gas sector to monitor operations so they become more efficient, protecting the environment and saving money; and Greg Johnston–s statements that AB Embedded will greatly enhance the Company–s presence within the Oil & Gas sector and upon completion of the acquisition, the Company would look to leverage AB Embedded–s technology and customer base to expand the Company–s suite of utilities applications to serve this market.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, risks with respect to: delay or failure to complete the transactions contemplated by the LOI, including the risks that the parties may not successfully negotiate and enter into a formal agreement; the inability to successfully integrate the business of AB Embedded; the ability of the Company to establish a market for its services; competitive conditions in the industry; general economic conditions in Canada and globally; the inability to secure additional financing; competition for, among other things, capital and skilled personnel; potential delays or changes in plans with respect to deployment of services or capital expenditures; possibility that government policies or laws may change; technological change; risks related to the Company–s competition; the Company–s not adequately protecting its intellectual property; interruption or failure of information technology systems; and regulatory risks relating to the Company–s business, financings and strategic acquisitions. Any forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.
Contacts:
Kimberly Bruce
Corporate Communications
Carl Data Solutions Inc.
(778) 379-0275
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