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RYAH Enters into Merger Agreement with Prime Blockchain in respect of Previously Announced Proposed Reverse Takeover

Friday, 18 September 2020 07:00 AM

RYAH Medtech Inc

NEW YORK, NY / ACCESSWIRE / September 18, 2020 / Potbotics Inc. o/a RYAH ("RYAH" or the "Company"), is pleased to announce that it has entered into a binding definitive agreement (the "Merger Agreement") with Prime Blockchain Inc. ("Prime",and together with the Company, the "Parties") pursuant to which the Parties intend to complete the business combination transaction (the "Transaction") previously announced in the press release of Prime dated June 27, 2019. Subject to certain conditions and applicable shareholder and regulatory approvals, the Transaction will result in a reverse takeover of Prime by the Company. The combined public company resulting from the Transaction (the "Resulting Issuer") will carry on the business of RYAH. The Merger Agreement marks a significant step forward in the Company's plans to complete the Transaction and apply for listing of the securities of the Resulting Issuer on the Canadian Securities Exchange (the "CSE").

The Merger Agreement and the Transaction with Prime is an important milestone, which will allow the Company to, through the Resulting Issuer, reinforce RYAH's presence in the capital markets. The Company plans to reach out to its shareholders with respect to the proposed Transaction in the upcoming weeks.

Under the terms of the Merger Agreement, the Transaction will be completed by way of a three-cornered merger (the "Merger") among the Company, Prime, and Ryah Acquisition Corp. ("Subco"), a Florida corporation and a wholly-owned subsidiary of Prime incorporated for the purposes of completing the Transaction, under the laws of the State of Florida. The Merger will result in the Company combining its corporate existence with Subco, and the entity resulting from the Merger will be a wholly-owned subsidiary of the Resulting Issuer.

Additional details of the Transaction will be available in the related meeting materials to be communicated to the shareholders of the Company and Prime in connection with the various matters required to be approved by the shareholders of the Company and Prime in connection with the Transaction and the listing statement to be prepared in connection with the Transaction, and readers are cautioned that, except as disclosed therein, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

Completion of the Merger is subject to a number of conditions customary to transactions of the nature of the Merger, including, but not limited to the receipt of all required regulatory, corporate, shareholder, stock exchange, and third-party approvals. There can be no assurance that any one or more of the Merger, and/or the proposed CSE listing will be completed as proposed or at all. In particular, the proposed CSE listing is subject to meeting the initial listing requirements, and obtaining the approval, of the CSE.

"RYAH is a technological leader in the plant-based treatment market with its unique combination of proprietary IoT devices, data analytics capacity, supported by patented AI technology" said Gregory Wagner, CEO, RYAH Medtech. "Our recently signed merger agreement and subsequent anticipated listing on the CSE is intended to provide direct access for investors to participate in our rapidly growing IoT device and data analytics story as we outpace our peers and expand across the globe."

About RYAH

RYAH is a big data and technology company focused on valuable predictive analysis in the global medical plant intake industry. The company manages a complete digital ecosystem leveraging both Internet of Things and Artificial Intelligence to create a dynamic data service for the medical plant industry. It is developing a suite of IoT devices, including a dry-herb vaporizer device capable of storing all plant lab results, measuring patient inhalation sessions in real-time and capturing instant feedback for plant dose management. Its robust artificial intelligence platform aggregates and correlates HIPAA-compliant medical data, which is intended to help doctors and patients personalize plant-based treatments to better predict treatment outcomes. The data collection is also relevant for pharmacies, clinics, growers, dispensaries and Licensed Processors (LPs) to monitor and manage plant strain effects on patients. With a strong IP portfolio, RYAH gathers deep and insightful data on the complete medical plant lifecycle, from seed to consumption.

Cautionary Statements

The CSE has neither approved nor disapproved the contents of this press release. The CSE does not accept responsibility for the adequacy or accuracy of this release.

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation and United States rules and regulation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Company are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company's current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Should any factor affect the Company in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Company does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and the Company undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.

RYAH Contact:

Sofiya Kleshchuk
Client Relations
+1 917 210 0543
[email protected]

SOURCE: RYAH Medtech Inc

Mergers and Acquisitions
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