Urbanimmersive Technologies Announces the Closing of a Non-Brokered Private Placement of Common Shares and a Convertible Debe...
July 18 2014 - 6:39PM
Marketwired Canada
Urbanimmersive Technologies Inc. (the "Corporation" or "Urbanimmersive") (TSX
VENTURE:UI), is pleased to announce the closing of the previously announced
non-brokered private placement of gross proceeds of approximately $348,000 (the
"Offering") through the sale of 1,320,770 common shares of Urbanimmersive (the
"Common Shares") at the price of $0.15 per Common Share and a subordinated
secured convertible debenture at face value of a principal amount of $150,000
(the "Debenture").
As previously announced, the Debenture has a maturity date of 60 months from the
closing of the Offering and does not bear interest. The Debenture is convertible
into Common Shares, at the option of the holder, at any time prior to the
maturity date at the conversion price of $0.15 per Common Share. The Debenture
may be redeemed at the option of the Corporation at any time with 30 days
advance notice provided that the volume weighted average trading price of the
Common Shares on the TSX Venture Exchange on the 20 consecutive trading days
ending on the fifth trading day preceding the date on which the notice of
redemption is given is not less than $0.25. The holder will have 30 days after
the Corporation provides notice of redemption to convert all or part of the
Debenture into Common Shares. The Debenture is secured by the granting of a
security interest over the Corporation's assets subordinated to that of the
Corporation's bank debt.
Two investment funds, including La Caisse de depot et placement du Quebec, which
are already shareholders of the Corporation, have participated in the Offering.
Certain members of the Board of Directors of the Corporation also participated
in the Offering by acquiring an aggregate of 900,333 Common Shares.
Participation of these insiders in the Offering constitutes a "related party
transaction" as defined in the Regulation 61-101 respecting protection of
minority security holders in special transactions ("MI 61-101"). The Offering is
exempt from the formal valuation and minority shareholder approval requirements
of MI 61-101 as neither the fair market value of the securities issued to
insiders nor the consideration for such securities by insiders will exceed 25%
of the Corporation's market capitalization. The Corporation did not file a
material change report 21 days prior to closing of the Offering as the details
of the participation of insiders of the Corporation in the Offering had not been
confirmed at that time.
All securities issued under the Offering were issued pursuant to exemptions from
the prospectus requirements of applicable securities laws and are subject to a
statutory resale restriction until November 19, 2014. The net proceeds from the
Offering will be used for market research, sales and marketing initiatives and
for working capital purposes.
"With this investment, La Caisse is contributing to the development of a Quebec
company in the Web and 3D immersive technology industry," said Martin Garand,
Director, Investment at La Caisse de depot et placement du Quebec. "With its 3D
virtual-tour technologies, Urbanimmersive will be able to capitalize on the
growth associated with the emergence of innovative tools for selling real
estate."
About Urbanimmersive
Based in Laval, Urbanimmersive is a leading-edge digital media company that uses
innovative patent pending technology for the development and commercialization
of its suite of web products and services in the real estate brokerage and new
home construction markets.
For more information, visit Urbanimmersive website www.urbanimmersive.com.
This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States or to any U.S. Persons.
The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended, or the securities laws of any state of the
United States of America and may not be offered or sold within the United States
of America or its territories or possessions unless pursuant to an exception
therefrom.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term
is defined in policies of the TSX Venture Exchange) accepts responsibility for
the adequacy or accuracy of this release.
Caution on Forward-Looking Statements
Certain statements made in this press release that are not historical facts are
forward-looking statements and are subject to important risks, uncertainties and
assumptions. The results or events predicted in these forward-looking statements
may differ materially from actual results or events. As a result, readers are
cautioned not to place undue reliance on these forward-looking statements. For
additional information with respect to certain of these and other assumptions
and risk factors, please refer to the Corporation's management proxy circular
dated February 20, 2014, and filed with the Canadian securities commissions. The
forward-looking statements contained in this press release represent our
expectations as of the date hereof. We disclaim any intention and assume no
obligation to update or revise any forward-looking statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
Urbanimmersive Technologies Inc.
Ghislain Lemire
President and CEO
514-394-7820
ghislainlemire@urbanimmersive.com
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