UI Capital Inc. announces final terms of its qualifying transaction to acquire Urbanimmersive Inc. and private placement

/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TSX VENTURE EXCHANGE SYMBOL - UI.P

MONTREAL, Sept. 26, 2012 /CNW Telbec/ - UI Capital Inc. ("UI" or the "Corporation"), a capital pool company, is pleased to announce today the final terms of its qualifying transaction (the "Qualifying Transaction") to acquire Urbanimmersive Inc. ("Urbanimmersive") and indications of interest of $2,500,000 for its concurrent private placement.

Background

On February 28, 2012, the Corporation received conditional approval from the TSX Venture Exchange ("TSX-V") to the completion of its Qualifying Transaction on or prior to May 21, 2012. The TSX-V has also conditionally approved the listing of the common shares of UI (the "Common Shares") to be issued pursuant to and in connection with the Qualifying Transaction and the private placement.

On September 20, 2012, an extension was granted by the TSX-V to allow the Corporation to conclude its Qualifying Transaction on or prior to October 5, 2012.

The Qualifying Transaction and the private placement are expected to close on or about October 4, 2012.

Subsequent Changes to the Qualifying Transaction

At the first annual general and special meeting of UI held on April 3, 2012, the holders of Common Shares approved, among others, the acquisition of all of the issued and outstanding shares and $975,000 total principal amount of convertible debentures of Urbanimmersive as its Qualifying Transaction and pursuant to which an aggregate of 12,666,666 Common Shares would be issued at a deemed price of $0.75 per share. In addition, the holders of Common Shares approved the changing of the name of UI Capital Inc. to Urbanimmersive Ltd., or such other name the board may determine, and the existing stock option plan.

Due to recent market conditions, the Corporation and Urbanimmersive concluded that it was in the best interest of both companies to revise the Qualifying Transaction. Consequently, the Corporation and Urbanimmersive's securityholders along with its debentureholders (collectively referred to as "Sellers") have respectively agreed to amend the share exchange agreement and the debenture exchange agreement (the "Exchange Agreements") initially made and entered into as of February 27, 2012. As such, an aggregate of 8,311,441 Common Shares will therefore be issued as part of the Qualifying Transaction at a deemed price of $0.75 per share for a total consideration of $6,233,580. Debentureholder FIER Ville-Marie S.E.C. (the "FIER") and the Corporation have agreed that the FIER's debenture in the amount of $500,000 will be purchased for Common Shares as part of the Qualifying Transaction instead of being repaid as initially opted by the FIER. Consequently, the capital and half of the accrued interests of the FIER's debenture will be converted and as such, the FIER will receive 867,996 Common Shares as part of the qualifying transaction. The FIER was added as a Seller under the debenture exchange agreement in the acquisition of Urbanimmersive, together with the other Sellers.

In addition, the parties also reduced the minimum size of the concurrent private placement by $500,000, to $2,500,000, to reflect that $500,000 in cash is no longer required to repay the FIER's debenture. Indications of interest of $2,225,000, have now been received for the concurrent private placement from accredited investors and other exempt purchasers, in addition to $275,000 in the form of subscription receipts (the "Subscription Receipts") that have been subscribed in an amount of $137,500 by each of James McDonald, President and Chief Executive Officer of the Corporation, as well as Daniel Robidoux, a director of the Corporation. James McDonald and Daniel Robidoux have also indicated further interests in an amount of $62,500 each upon closing of the Qualifying Transaction. In addition, under the amended Exchange Agreements, the number and percentage of Common Shares of the directors, officers and the promoter have changed as disclosed below under the heading "Directors, Officers and Promoters".

On May 24, 2012, the Corporation has obtained an advance ruling from Revenu Québec, pursuant to which the Corporation was designated by the Minister as a qualified issuing corporation for the purpose of the Québec Stock Savings Plan II. Accordingly, the Common Shares to be issued under the concurrent private placement that will be acquired by a qualified mutual fund will be eligible to the Stock Savings Plan II.  Such ruling was further confirmed on June 11, 2012 in view of a Qualifying Transaction to be concluded on or about September 6, 2012. Application has been made by the Corporation to obtain a subsequent confirmation of the advance ruling from Revenu Québec for a Qualifying Transaction to be completed on or about October 4, 2012.

Operations Update

Business Developments

As a result of Urbanimmersive's ongoing research and development activities, it has launched improvements to its AVU3D™ immersive platform, which embed social aspect features, game mechanics and mobile platforms, thereby strengthening Urbanimmersive's position in the emerging web market of Gamification.

Urbanimmersive's recent product development has enabled it to sign a binding agreement with the real estate agency ProprioDirect Inc. Under the terms of such agreement, Urbanimmersive is supplying its immersive products to ProprioDirect's brokers, enabling them to feature their property listings through virtual immersive visits while providing brokers with multiple sales and marketing tools to reach out to potential buyers in an innovative and time effective manner. The Corporation expects to earn service revenue from this agreement through the creation of immersive visits as well as licensing revenue from its software products utilized by the customer and its agents.

In other markets, Urbanimmersive is focusing on establishing long-term collaborative business relationships with major industry players and has won its first public tender in consortium with SIMO, a division of engineering firm Dessau, to produce immersive environments of water filtration plants for the City of Laval. In addition, Urbanimmersive was granted a mandate to produce immersive environments for a large corporation in Japan under its collaboration with Genetec, a leader in the physical security industry. Furthermore, Urbanimmersive has recently received letters of interest from a leader in the North American communications industry and from a global leader providing integrated professional technical and management support services. Under these agreements, the Corporation expects most of its revenue to be derived from the licensing of its software products when its licensees complete projects for their customers.

Finally, Urbanimmersive has concluded an agreement with a grouping of merchants, including a few international companies, to use the AVU3D™ immersive platform for web marketing. Visitors who accumulate points by visiting the shopping complex online in the AVU3D™ immersive environment will be able to exchange their points against gift certificates offered by these merchants on the AVU3D™ platform.

Corporate changes

As announced through the Corporation's press release of May 2, 2012, Louis Tanguay and Paul Mathurin have agreed to accelerate the timeline on the planned change of their directorships. Consequently, Louis Tanguay, a seasoned executive with extensive public company experience, has become a director of UI following Paul Mathurin's resignation from the Corporation's Board of Directors. Louis Tanguay has also joined the Audit Committee and, as defined by NI 52-110, is independent and financially literate.

Information Circular Amendments

As a result of the amendments to the Qualifying Transaction, the disclosure in certain sections of the management proxy circular dated February 29, 2012 (the "Information Circular") is hereby amended. Capitalized terms not defined herein shall have the same meaning as defined in the Information Circular.

Pro Forma Consolidated Capitalization

The following table sets forth the revised capitalization of the Corporation before giving effect to the Qualifying Transaction and of the Resulting Issuer after giving effect to the Qualifying Transaction, and before and after giving effect to the Private Placement.

Designation Outstanding prior to the Completion of the
Qualifying Transaction
Outstanding after the Completion of the
Qualifying Transaction(1)
Outstanding after the
Completion of the
Qualifying
Transaction and the Private Placement(2)
Common Shares
(Unlimited number)
1,800,000 10,111,441 13,464,774

_______________
Notes:

(1) Excluding (i) 120,000 Common Shares issuable pursuant to the IPO Agent Option and (ii) the 150,000 Common Shares issuable pursuant to the Stock Option Plan
(2) Excluding (i) the Common Shares issuable as disclosed under Note (1) above; (ii) the 333,333 Common Shares issuable upon exercise of the Agent Warrants for the Private Placement, (iii) the Common Shares upon exercise of the contractual options granted by the Corporation, and (iv) up to 1,046,477 Common Shares issuable pursuant to the Stock Option Plan of the Resulting Issuer.

Fully-Diluted Share Capital

The following table sets forth the fully-diluted share capital of the Resulting Issuer after giving effect to the Transaction:

  Exercice
Price ($)
Number of
Common Shares
Percentage
of Total
Issued and outstanding after the Qualifying Transaction n/a 10,111,441 66.77%
Agent's IPO Option 0.5 120,000 0.79%
Private Placement:      
i) Common Shares   3,333,333 22.01%
Agent's Warrants: 0.75 333,333 2.20%
Shares pursuant to consultant agreement payment with Yvan Goineau(1) (4) 0.75 20 000 0.13%
Options to Acquire Common Shares Pursuant to Existing Stock Option Plan(2) 0.5 150,000 0.99%
Options to Acquire Common Shares Pursuant to consultant agreement with Daniel Robidoux (3) (4) 0.75 150,000 0.99%
Options to Acquire Common Shares Pursuant to the Stock Option Plan n/a 1,046,477 6.86%
Total :   15,264,584 100%

_______________
Notes:

(1) Goineau & Associés Inc., a corporation wholly-owned by Yvan Goineau, will receive 20,000 Common Shares following the Transaction as consideration for financial consulting services provided to Urbanimmersive in 2010.
(2) As part of the IPO, Stock Options were granted to the directors and officers of the Corporation to purchase 150,000 Common Shares at a price of $0.50 per Common Share, being equal to the IPO issue price per Common Share.
(3) Stock Options were granted to Daniel Robidoux to purchase 150,000 Common Shares at the listing price as consideration for services provided to Urbanimmersive pursuant to a consulting agreement.
(4) As at August 31, 2012, the agreement between Urbanimmersive and Gestion Advent Inc. was terminated, without any further obligation for Urbanimmersive.

Interest of Insiders, Promoters or Control Persons of UI

Upon completion of the Transaction the existing directors and officers of the Corporation, with the exception of James McDonald, Daniel Robidoux and Louis Tanguay, will resign from their respective positions with the Corporation. Ghislain Lemire, Pierre Plamondon, and Olivier Vincent will each become a director of the Resulting Issuer. The officers of the Resulting Issuer will consist of Ghislain Lemire (President and Chief Executive Officer), Martin Lemire (Vice President, Research and Development), Martin Thibault (Vice President of Sales), David Lafond (Vice President - Technology), Jean Asselin (Vice President Finance and Human Resources) and Emmanuelle Robichaud (Vice President Legal Affairs) .

The revision to the Qualifying Transaction as agreed to under the Exchange Agreements has decreased the number of Common Shares to be received by the Insiders, promoters and Control Persons of the Corporation due to their equity participation in Urbanimmersive.

The shareholdings of each current Insider, promoter and Control Person of the Corporation, before and after giving effect to the Transaction, are set out below:

Insider, Promoter or Control Persons
of the Corporation
Number and Percentage of Common Shares Owned Before the Transaction Number of Common Shares Received as Consideration under the Qualifying Transaction Number and Percentage of Common Shares Beneficially Owned Upon Qualifying Transaction and the Private Placement (1) (2)
James McDonald(3) 150,000(4) 499,360 916,027(5) 7.26%
8.33%
Daniel Robidoux(6) 110,000 499,360 876,027(7) 6.94%
6.11%
Simon Tardif(8) 90,000 N/A 90,000 0.71%
5.00%
Louis Tanguay 100,000 N/A 100,000 0.79%
5.55%
Yvan Goineau(9) 60,000(10) N/A 80,000(11) 0.63%
3.33%

_______________
Notes:

(1)  Assuming that no other Common Shares are purchased by these shareholders under the Private Placement and before the exercise of the Agent Warrants and the Stock Options.
(2)  Assuming that 13,464,774 Common Shares will be outstanding upon completion of the Private Placement.
(3)  James McDonald also holds Stock Options to acquire 45,000 Common Shares at an exercise price of $0.50 per Common Share.
(4)  Registered to 7081464 Canada Inc., a corporation wholly-owned and controlled by JMD Holding Family Trust, of which James McDonald is a beneficiary.
(5)  Including 183,333  Common Shares in the form of Subscription Receipts and an additional 83,334 Common Shares issuable to 7081464 Canada Inc. for  an aggregate amount of $200,000 pursuant to the Private Placement.
(6)  Daniel Robidoux also holds Stock Options to acquire 33,000 Common Shares at an exercise price of $0.50 per Common Share. Stock Options will be granted to Daniel Robidoux to purchase 150,000 Common Shares at the listing price as consideration for services provided to Urbanimmersive pursuant to a consulting agreement.
(7)  Registered to 3233081 Canada Inc., a corporation wholly-owned and controlled by Daniel Robidoux and includes 183,333 Common Shares in the form of Subscription Receipts and an additional 83,334 Common Shares for an aggregate amount of $200,000 pursuant to the Private Placement.
(8)  Simon Tardif also holds Stock Options to acquire 27,000 Common Shares at an exercise price of $0.50 per Common Share.
(9)  Yvan Goineau also holds Stock Options to acquire 18,000 Common Shares at an exercise price of $0.50 per Common Share.
(10)  Registered to Goineau & Associés Inc., a corporation wholly-owned by Yvan Goineau.
(11)  Goineau & Associés Inc., a corporation wholly-owned by Yvan Goineau, will receive 20,000 Common Shares following the Transaction as consideration for financial consulting services provided to Urbanimmersive in 2010.

James McDonald, a director of the Corporation and its President and Chief Executive Officer, currently holds (i) $200,000 of Urbanimmersive Debentures issued on October 8, 2010, the principal and unpaid interest and penalty for unpaid interest of which will be exchanged for  193,520 Common Shares pursuant to the terms and conditions of the Qualifying Transaction, (ii) $125,000 of Urbanimmersive Debentures, issued on July 8, 2011, the principal and unpaid interest of which will be exchanged for 223,163 Common Shares pursuant to the terms and conditions of the Qualifying Transaction; (iii) 10 Class "A" shares of Urbanimmersive to be acquired by the Corporation in exchange for 82,676 Common Shares pursuant to the terms and conditions of the Qualifying Transaction; and (iii) subscription receipts to be represented by 183,333 Common Shares pursuant to the Private Placement. In addition, indication of interest of 83,334 Common Shares has also been received from Mr. McDonald for the concurrent private placement.

Daniel Robidoux, a director of the Corporation, currently holds (i) $200,000 of Urbanimmersive Debentures issued on October 8, 2010, the principal and unpaid interest and penalty for unpaid interest of which will be exchanged for 193,520 Common Shares pursuant to the terms and conditions of the Qualifying Transaction; (ii) $125,000 of Urbanimmersive Debentures, issued on July 8, 2011, the principal and interest of which will exchanged for 223,163 Common Shares pursuant to the terms and conditions of the Qualifying Transaction; and (iii) 10 Class A shares of Urbanimmersive to be acquired by the Corporation in exchange for 82,676 Common Shares pursuant to the terms and conditions of the Qualifying Transaction and (iii) Subscription Receipts to be represented by 183,333 Common Shares pursuant to the Private Placement.  In addition, indication of interest of 83,334 Common Shares has also been received from Mr. Robidoux for the concurrent private placement.  Daniel Robidoux has also entered into a consulting contract with Urbanimmersive pursuant to which he provided engineering services to Urbanimmersive.  Mr. Robidoux is entitled to 150,000 options to purchase common shares at the listing price shall Urbanimmersive succeed with a stock exchange listing as a consideration under that consulting agreement. This obligation of Urbanimmersive will be assumed by the Corporation pursuant to the terms and conditions of the Qualifying Transaction and be satisfied by the issuance of Stock Options to acquire 150,000 Common Shares at an exercise price of $0.75 per Common Share.

Goineau & Associés Inc., a company controlled by Yvan Goineau, a director of the Corporation, is owed $15,000 by Urbanimmersive pursuant to a bonus granted in connection with financial consulting services provided in 2010 and which could be paid in shares at the issue price when Urbanimmersive becomes a publicly-held corporation. This obligation of Urbanimmersive will be satisfied by the issuance of 20,000 Common Shares. No other director or officer of the Corporation has any other relationship with Urbanimmersive.

Principal Securityholders

The number and percentage of Common Shares beneficially owned by each following the Transaction are disclosed under "Directors, Officers and Promoters".

Directors, Officers and Promoters

James McDonald, President and Chief Executive Officer of the Corporation, as well as Daniel Robidoux, a Director of the Board, have recently signed Subscription Receipts agreements with Urbanimmersive for an aggregate amount of $275,000 for a total of 366,667 Subscription Receipts equally issued to both investors, to be converted into 366,667 common shares of UI upon closing of the Private Placement. Under the terms of the Subscription Receipts, each investor will receive the same consideration as investors in the Private Placement. James McDonald and Daniel Robidoux have also indicated interest in the Private Placement in an amount of $62,500 each to be represented by a total of 83,333 Common Shares at the closing of the Qualifying Transaction. In addition, the revision to the Qualifying Transaction as agreed to under the Exchange Agreements has decreased the number of Common Shares to be recieved by the Insiders, promoter and Control Persons of the Corporation due to their equity participation in Urbanimmersive, as disclosed below.

The following revised table sets out the names, ages and municipalities of residence of the proposed directors and senior officers of the Resulting Issuer and their positions and the number of Common Shares beneficially owned or controlled by such individuals. Each director will hold office until the next annual general meeting of shareholders or until his or her successor is elected or appointed.

Name and City of Residence Position with the
Resulting Issuer
Number and
Percentage of
Common
Shares
Beneficially
Owned upon
Completion of
the Qualifying
Transaction
Number and Percentage
of Common Shares
Beneficially Owned
Upon Qualifying
Transaction and
Private Placement
Ghislain Lemire(1) Director, President & CEO & Promoter 1,020,776 1,020,776
Ste-Julie, Quebec 12.28% 7.58%
James McDonald(2) Director and Chairman 649,360 916,027 (3)
Montreal, Quebec 8.33% 6.80%
Louis Tanguay(1) Director 100,000 100,000
Laval, Quebec 5.56% 0.74%
Daniel Robidoux Director 609,360 876,027 (5)
Montreal, Quebec(4) 6.11% 6.51%
Pierre Plamondon(1) Director 24,000 24,000
Quebec, Quebec 1.33% 0.23%
Olivier Vincent Director
Vancouver, British Columbia    
Martin Lemire(1) Vice President, R&D 1,020,776 1,020,776
St-Charles Borrome, Quebec 12.28% 7.58%
Martin Thibault(1) Vice President of Sales 936,310 936,310
Laval, Quebec 11.27% 6.95%
David Lafond(1) Vice President, Technology 936,310 936,310
Blainville, Quebec 11.27% 6.95%
Jean Asselin(6) Vice President Finance & HR 1,026,910 1,026,910
Grand-Mère, Quebec 12.36% 7.63%
Emmanuelle Robichaud(1) Vice President Legal Affairs and Secretary 266,667 266,667
Kirkland, Québec 3.21% 1.98%
  Total 6,324,068 6,857,402
83.98% 52.95%

_______________
Notes:

(1)  Registered owner of the Common Shares. In addition, Ghislain Lemire, co-founder of Urbanimmersive, has acted as promoter of Urbanimmersive within the two years of this Qualifying Transaction.
(2)  Of which 150,000 Common Shares are registered to 7081464 Canada Inc., a corporation wholly-owned and controlled by JMD Holding Family Trust, of which James McDonald is a beneficiary
(3)  Including 183,333 Common Shares in the form of Subscription Receipts and an additional 83,334 Common Shares issuable to 7081464 Canada Inc. for an aggregate amount of $200,000 pursuant to the Private Placement.
(4)  Registered to 3233031 Canada Inc., a corporation wholly owned and controlled by Daniel Robidoux.
(5)  Including 183,333 Common Shares in the form of Subscription Receipts and an additional 83,334 Common Shares issuable to 3233031 Canada Inc. for  an aggregate amount of $200,000 pursuant to the Private Placement.
(6)  Registered to Gestion Jean Asselin Inc., a corporation controlled by Jean Asselin.

Escrowed Securities 

The following table sets out, the number and percentage of CPC Escrow Shares held in escrow under the CPC Escrow Agreement prior to giving effect to the Qualifying Transaction, and the number and percentage of Common Shares that will be held in escrow pursuant to the CPC Escrow Shares and the QT Escrow Agreement after giving effect to the Qualifying Transaction, but before giving effect to the initial release of the CPC Escrow Shares under the CPC Escrow Agreement:

Name and Municipality of
Residence of
Securityholder
Designation of
class
Prior to Giving Effect to
the Transaction
After Giving Effect to the
Transaction
Number of
Securities
held in
escrow
Percentage
of class(1)
Number of
Securities to
be held in
escrow
Percentage of
class assuming
completion of
the Private
Placement(2)
Ghislain Lemire Common - - 1,020,776 7.58%
Ste-Julie, Quebec
James McDonald (3) Common 150,000 8.33% 649,360 4.82%
Montréal, Quebec
Louis Tanguay Common 100,000 5.56% 100,000 0.74%
Laval, Quebec
Pierre Plamondon Common - - 24,000 0.23%
Québec, Quebec
Martin Lemire Common - - 1,020,776 7.58%
St-Charles Borromé, Quebec
Martin Thibault Common - - 936,310 6.95%
Laval, Quebec
David Lafond Common - - 936,310 6.95%
Blainville, Quebec
Jean Asselin (4) Common - - 1,026,910 7.63%
Grand-Mère, Quebec
Emmanuelle Robichaud Common - - 266,667 1.98%
Kirkland, Quebec
Daniel Robidoux(5) Common 110,000 6.11% 609,360 4.53%
Montréal, Quebec
Simon Tardif Common 90,000 5.00% 90,000 0.67%
Montréal, Quebec
Yvan Goineau(6) Common 60,000 3.33% 80,000 0.59%
Drummondville, Quebec

_______________
Notes:

(1)  Based on 1,800,000 Common Shares issued and outstanding on an undiluted basis.
(2)  Based on 13,464,774 Common Shares issued and outstanding on an undiluted basis assuming completion of the Private Placement.
(3)  Of which 150,000 Common Shares are registered to 7081464 Canada Inc., a corporation wholly-owned and controlled by JMD Holding Family Trust, of which James McDonald is a beneficiary.
(4)  Registered to Gestion Jean Asselin Inc., a corporation controlled by Jean Asselin.
(5)  Registered to 3233031 Canada Inc., a corporation wholly-owned and controlled by Daniel Robidoux.
(6)  Registered to Goineau & Associés Inc., a corporation wholly owned and controlled by Yvan Goineau.

Working Capital Update

The following provides an update to the available funds and the principal purposes of those funds following the Transactions.

Available Funds

As at June 30, 2012, Urbanimmersive had a working capital deficiency of $660,000. As at June 30, 2012, UI's working capital was $429,201. Prior to giving effect to the Private Placement, the Resulting Issuer will have, on a consolidated basis, a working capital deficiency of approximately $236,799 as at June 30, 2012

Summary of Funds Available (Consolidated):

Upon completion of the Transaction, the Resulting Issuer anticipates that the following funds will be available to it for the next 12 month period:

Description of Funds Amount
Concurrent Private Placement (1) $2,225,000
Remaining cost of the QT and Agent's commission (2)) $(510,000)
Estimated working capital (deficiency) as at June 30, 2012 $(236,799)
Total available funds: $1,478,201

_______________
Notes:

(1) Excluding an aggregate amount of $275,000 in Subscription Receipts' proceeds that have been utilized towards Urbanimmersive working capital.
(2) The remaining costs of the Qualifying Transaction estimated in an amount of $342,000 and the Agent's cash commission of 8% of the gross proceeds of the Private Placement, which will total $168,000.

Principal Purposes of Funds

The total available funds are estimated to be $1,478,201, after deduction of the estimated remaining expenses of the Qualifying Transaction and the Private Placement of $510,000 and working capital deficiency at June 30, 2012.

The Resulting Issuer intends to use the funds available to it upon completion of the Transaction to further its business objectives as discussed under "Business Objectives and Milestones". Specifically, the Resulting Issuer will use the funds available to it upon completion of the Transaction as follows:

Use of Proceeds Amount
Development of Sales and Marketing Resources $580,000
Research and Development Expenses $470,000
General and Administrative Expenses(1) $328,201
Unallocated Working Capital $100,000
Total: $1,478,201

_______________
Note:

(1)  The estimate of general and administrative expenses of the Resulting Issuer for the next 12 months following the Qualifying Transaction includes transfer agent and filing fees of $20,000, legal, audit and accounting fees of $40,000 and $20,000.

The reduction in both the Private Placement and the use of proceeds in an equivalent amount will allow the Resulting Issuer to benefit from a similar financial position as what was previously contemplated.

However, there may be circumstances where, for business reasons, a reallocation of funds may be necessary in order for the Resulting Issuer to achieve its stated business objectives.

Selected Financial Information

As at June 30, 2012, Urbanimmersive had current assets of $397,116 and total assets of $1,570,500. Current liabilities were at $1,063,090, long-term liabilities at $1,528,778  and total liabilities at $2,591,868 while shareholders' equity was negative $1,021,369. As at September 30, 2011, current assets were $577,415 and total assets at $1,928,719. At the same date, current liabilities were $1,309,147, long-term liabilities at $1,530,553 and total liabilities at $2,839,700 while shareholders' equity was negative $910,981.

Of the $1,528,778 of long-term liabilities, as at June 30, 2012, $1,455,730 consisting of convertible debentures and Class D Shares will be converted and redeemed, respectively, at Closing of the QT, and become part of the equity of the Resulting Issuer. Taking into consideration such conversion and redemption, other liabilities would have been $73,048 at June 30. The working capital deficiency of the Resulting Issuer of $236,799 at June 30, 2012,was disclosed in the "Working Capital Update" above, and compares to a working capital deficiency of $97,000 as at January 31, 2012.

For the nine month period ended June 30, 2012, Urbanimmersive had revenues of $821,040, a gross profit of $133,046 and a loss of $642,230 compared to the twelve month period ended September 30, 2011 during which revenues were $962,725, gross profit was $254,934 and the net loss was $927,455. For the nine month period, about 90% its revenues were derived from 3D services. Urbanimmersive expects revenues to be increasingly derived from its AVU3D software products. Under the recent agreement with Proprio Direct, it expects to earn service revenue through the creation of immersive visits as well as licensing revenue from its software products utilized by customers and agents. Under its recent agreements with channel partners, the Corporation expects most of its revenue to be derived from the licensing of its software products when its licensees complete projects for their customers. These new sources of revenue are expected to generate higher margins.

The financial statements of Urbanimmersive have been reviewed and approved by its Board of Directors.

The Corporation's Management's Discussion and Analysis as well as its Financial Statements for the December 31, 2011, March 31, 2012 and June 30, 2012 quarters are published on www.sedar.com.

About UI

UI is a capital pool company incorporated on April 6, 2011 under the Canada Business Corporations Act and is a reporting issuer in the provinces of Alberta, British Columbia, Ontario and Quebec. UI's principle business is to identify and evaluate businesses and assets with a view to completing a Qualifying Transaction. Trading of UI's common shares on the TSX-V was halted on September 23, 2011. There can be no assurance that trading will resume before the TSX-V has reviewed the Qualifying Transaction and reinstatement to trading provides no assurance with respect to the merits of the Qualifying Transaction or the likelihood of UI completing the Qualifying Transaction.

About Urbanimmersive

Urbanimmersive provides 3D sales & marketing solutions focused on the real estate market.  Its patent pending emulator technology, producing cost effective 3D immersive environments from digital photographs or drawings, enables promoters and customers to meet online and interact together within virtual 3D places directly over the internet, through their computer, tablet and smart phone.  Games' mechanics integrated into the 3D environments increase conversion rates of anonymous visitors to profiled customers while providing a multi-feature focused marketing platform to advertisers.  Advanced web based analytic dashboards enable the viewing of a visitor's activities in real time, analysis of their behavior and a rapid online connection with prospects to engage in the sales process.  In addition, Urbanimmersive addresses other market opportunities by licensing its full suite of AVU3D software to resellers and partners that are well established in sectors such as facility & asset management, training and serious games. Urbanimmersive, headquartered in Laval, Québec, is a privately held company founded in 2007.

Caution Concerning Forward-Looking Statements

Certain statements made in this press release, including, but not limited to, the proposed Qualifying Transaction and private placement and the closing of the proposed Qualifying Transaction and private placement, and other statements that are not historical facts, are forward-looking statements and are subject to important risks, uncertainties and assumptions. In particular, in making these statements, UI has assumed, among other things, that the proposed Qualifying Transaction and private placement will receive the required regulatory approvals, that the indications of interest will become subject to final legal documentation, and that the other conditions to the transactions can be satisfied in accordance with their terms. 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 UI's management proxy circular dated February 29, 2012 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.

*        *        *

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.

SOURCE: UI CAPITAL INC.

For further information:

UI Capital:
James McDonald, President and CEO at 514-919-3465 or jmc002@sympatico.ca

Urbanimmersive:
Ghislain Lemire, President and CEO at 514-394-7820 or ghislainlemire@urbanimmersive.com

Profil de l'entreprise

UI CAPITAL INC.

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