UI Capital Inc. announces the execution of an agreement in principle regarding a qualifying transaction
to acquire Urbanimmersive Inc.

TSX Venture Exchange Symbol - UI.P

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

MONTREAL, Sept. 26, 2011 /CNW Telbec/ - UI Capital Inc. ("UI" or the "Company"), a capital pool company, is pleased to announce that it has entered into a binding letter of intent (the "LOI") accepted by a majority of the shareholders of Urbanimmersive Inc. ("Urbanimmersive") on September 23, 2011, to complete an arm's length Qualifying Transaction for UI in accordance with the policies of the TSX Venture Exchange Inc. (the "TSXV").

Terms not otherwise defined herein will have the meanings set out in the Corporate Finance Manual of the TSXV (the "TSXV Policies").

Transaction Summary

Under the terms of the LOI, UI has agreed to acquire all of the issued and outstanding shares of Urbanimmersive, including shares issuable pursuant to the conversion or exercise of securities convertible or exercisable for shares in the capital of Urbanimmersive in exchange for 13,333,333 common shares in the capital of UI (the "QT Common Shares"), at a price of $0.75 per QT Common Share, for an aggregate consideration of $10,000,000.

The QT Common Shares to be issued pursuant to the Qualifying Transaction will be subject to applicable securities law and TSXV Policies hold periods.

Upon closing of the Qualifying Transaction, UI will cease being a capital pool company and trade under the stock symbol "UI".

UI has made a request to the TSXV to halt the trading of its common shares on the TSXV until the closing of the Qualifying Transaction.

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. UI currently has 1,800,000 common shares outstanding. In addition, options to acquire 150,000 common shares of UI have been granted to directors and officers of UI. Macquarie Private Wealth Inc., as agent of UI's initial public offering has been granted options to purchase an aggregate of 120,000 common shares of UI at $0.50 per share. Trading of UI's common shares on the TSXV was halted on September 23, 2011. There can be no assurance that trading will resume before the TSXV 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 is a privately held company founded in 2007 and incorporated under the Canada Business Corporations Act.

Urbanimmersive is engaged in the development and commercialization of a virtual tour gamification platform for serious game and online gaming markets.  By integrating game mechanics & dynamics, the AVU3D™ patent pending immersive technology takes advantage of human psychological predisposition to play in order to encourage users to engage in desired behaviours such as training, retention, investigation, management and/or promotion.   With a strong reputation in visual content production, Urbanimmersive offers a wide range of services from the creation of rendered images, 3D animations, and interactive designer tools to photo-shooting of immersive AVU3D™ environments.

Urbanimmersive licenses its AVU3D™ technology to value added resellers and customers and is developing an e-commerce online game platform. Urbanimmersive products are utilized in various markets including real estate, engineering, aerospace, security, public administration and retail stores.

Summary of Urbanimmersive Financial Information

The following table sets forth selected financial information of Urbanimmersive prepared in accordance with Canadian Generally Accepted Accounting Principles and derived from its audited financial statements for the financial years ended September 30, 2009 and 2010.

  Year Ended September 30, 2010 Year Ended September 30, 2009
Total revenue $849,519 $605,767
Gross Margin 320,733 220,337
Operating Income (Loss) (152,044) (49,009)
Net Income (Loss) (135,919) 28,888
Total Assets 918,218 927,423
Long-term liabilities 878,503 479,050
Shareholders' Equity (365,720) (297,041)

Management and Board of Directors

Upon completion of the Qualifying Transaction, it is anticipated that the Board of Directors and Management of the Resulting Issuer will be made up of the following individuals.

Ghislain Lemire - Chief Executive Officer and Director

Ghislain Lemire is a co-founder of Urbanimmersive. He has an extensive background as an entrepreneur having founded and sold technology companies. Mr. Lemire is co-inventor of one of Urbanimmersive's core patent pending technology. He also acquired corporate experience within 3M Canada.

James McDonald - Chairman and Director

James Mc Donald has managed a private equity portfolio since May 2004. He has also served on the board of directors of SENSIO Technologies Inc. (TSX-V: SIO) since May 2006. From 1980 to 2004, Mr. Mc Donald held various senior executive positions with a financial institution and biotechnology and pharmaceutical companies listed on the Exchange, including Nexia Biotechnologies Inc., Labopharm Inc. and BioChem Pharma Inc. Mr. Mc Donald holds an MBA from the University of Western Ontario and a B.A. from Bishop's University.

Louis Tanguay - Director

Louis Tanguay held various executive positions during a long career within the BCE organization including President of Bell Quebec from 1992-1998 and President of Bell Canada International from 1998-2001. He serves on the Board of Directors of Bell Aliant.

Daniel Robidoux - Director

Since 2010, Mr. Robidoux is a consultant for Urbanimmersive. He has also been a consultant for various companies including SENSIO Technologies Inc., and has implemented business plans in the security, consumer electronics, telecommunications, biometrics and home audio-video sectors. Mr. Robidoux has also managed a private equity portfolio since 2000. He developed various communication protocols early in his career as an engineer and a director of modem technology for Muxlab Inc. In 1988, Mr. Robidoux co-founded TRISIGNAL Communications where he acted as Chief Technology Officer. Daniel Robidoux graduated from École Polytechnique, University of Montreal engineering school, in applied electronics in 1985. He then pursued his studies at the University of California, Los Angeles (UCLA) in advanced digital signal processing.

Pierre Plamondon - Director

Pierre Plamondon was appointed Vice-President, Finance and Chief Financial Officer (CFO) of EXFO in January 1996. He is responsible for accounting, financial reporting, legal services, investor relations and information technology services. Prior to joining EXFO, Mr. Plamondon served as Senior Manager for Price Waterhouse, now PricewaterhouseCoopers LLP, from September 1981 to December 1995, in Canada and France. Pierre Plamondon holds a bachelor's degree in business administration and a license in accounting, both from Université Laval in Quebec City. Mr. Plamondon has been a member of the Canadian Institute of Chartered Accountants since 1983 and a member of the Board of Directors of SOVAR Inc. (Société de valorisation des applications de la recherche de l'Université Laval) since December 2000. Over the years, he also served on the Board of Directors of several non-profit organizations, and he is currently a Board member for the Fondation de l'Université Laval.

James Mc Donald, a Non-Arm's Length Party to UI, currently holds (i) $200,000 of Urbanimmersive convertible debentures issued on October 8, 2010 and convertible into 1.8356% of the issued and outstanding shares of Urbanimmersive at the time of the conversion notice, (ii) $125,000 of Urbanimmersive convertible debentures, issued on July 8, 2011, convertible into common shares of Urbanimmersive or its successor company at a price per share equal to 85% of the liquidity event price (i.e. listing of the common shares through an initial public offering or reverse take-over), and (iii) 10 class A shares of Urbanimmersive representing 1.67% of the issued and outstanding class A shares of Urbanimmersive as of the date hereof on a non-diluted basis. Daniel Robidoux, a Non-Arm's Length Party to UI, currently holds (i) $200,000 of Urbanimmersive convertible debentures issued on October 8, 2010, convertible into 1.8356% of the issued and outstanding shares of Urbanimmersive at the time of the conversion notice, (ii) $125,000 of Urbanimmersive convertible debentures, issued on July 8, 2011, convertible into common shares of Urbanimmersive or its successor company at a price per share equal to 85% of the liquidity event price (i.e. listing of the common shares through an initial public offering or reverse take-over), and (iii) 10 class A shares of Urbanimmersive representing 1.67% of the issued and outstanding class A shares of Urbanimmersive as of the date hereof on a non-diluted basis. Daniel Robidoux has also entered into a consulting contract with Urbanimmersive pursuant to which he provides 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. Goineau & Associés Inc., a company controlled by Yvan Goineau, a Non-Arm's Length Party to UI, 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. No other director or officer of UI has any other relationship with Urbanimmersive.

Other Officers and Insiders of Urbanimmersive

Martin Lemire is Vice President, Research and Development. He holds a Bachelor degree in Electrical Engineering from École Polytechnique de Montréal with a specialty in Electronics and is the inventor of the AVU3D algorithm.

Martin Thibault is Vice President of Sales. He has an extensive background in business development and a solid knowledge of the marketed products.  He was a co-founder of Urbanimage, the company's first acquisition.

David Lafond is Vice President Technology.  He has an expertise in 3D research and development acquired through his career, namely at CAE.   He was a co-founder of Urbanimage, the company's first acquisition.

Jean Asselin is Vice President Finance and Human Resources. He holds a Bachelor's Degree in Commerce from the École des Hautes Étude Commerciales de Montréal. He formerly worked for Transport Asselin.

Emmanuelle Robichaud is Vice President Legal Affairs.  Mrs Robichaud is a Québec registered lawyer with an extensive background in international business, strategy and contract negotiation.  She held various Director positions at Bombardier Aerospace where she worked for 10 years.  Mrs Robichaud is also in charge of some key customer accounts.

Hugo Paquin is Vice President Operations and has a Bachelor Degree in Communication and is completing an MBA. He has an extensive experience in customer service market development as well as sales and marketing. He worked as a Manager at Bombardier Aerospace.

François-Hugues Liberge is Vice-President Business Development with a main focus on major accounts in the serious gaming sector. He studied in Administration and Politics and has developed an extensive business network which allows him to attract customers to Urbanimmersive.

Proposed Concurrent Financing

In conjunction with the closing of the Qualifying Transaction, UI intends to complete a concurrent private placement (the "Private Placement") of its securities to raise between $1.75 million to $5 million to accredited investors and other exempt purchasers, the terms of which will be announced once finalized. The net proceeds of the Private Placement are intended to be used for marketing, sales, research and development and working capital purposes.

Conditions of Closing

Completion of the Qualifying Transaction will be subject to certain conditions, including but not limited to: (a) completion of a due diligence review by each of UI and Urbanimmersive; (b) receipt of all necessary approvals of the Boards of Directors of UI and of all shareholders of Urbanimmersive; (c) receipts of all necessary third party consents and regulatory approvals, including that of the TSXV; (d) approval of the Qualifying Transaction by the TSXV; (e) any requisite engagement of a Sponsor; and (f) the completion of the Private Placement.

Arm's Length Qualifying Transaction

The Qualifying Transaction is an arm's length transaction in accordance with the policies of the TSXV.

Completion of the Qualifying transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and, if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Qualifying Transaction and Private Placement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved the contents of this press release.

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 and securityholder approvals and that the other conditions to the transaction 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 prospectus dated August 19, 2011 and filed with the Canadian securities commissions. The forward-looking statements contained in this press release represent our expectations as of September 26, 2011. 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.

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW. 

 

 

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.

Renseignements sur cet organisme


FORFAITS PERSONNALISÉS

Jetez un coup d’œil sur nos forfaits personnalisés ou créez le vôtre selon vos besoins de communication particuliers.

Commencez dès aujourd'hui .

ADHÉSION À CNW

Remplissez un formulaire d'adhésion à CNW ou communiquez avec nous au 1-877-269-7890.

RENSEIGNEZ-VOUS SUR LES SERVICES DE CNW

Demandez plus d'informations sur les produits et services de CNW ou communiquez avec nous au 1‑877-269-7890.