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").
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
The QT Common Shares to be issued pursuant to the Qualifying Transaction
will be subject to applicable securities law and TSXV Policies hold
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.
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.
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
Operating Income (Loss)
Net Income (Loss)
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
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
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
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
* * *
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:
James McDonald, President and CEO at 514-919-3465 or email@example.com
Ghislain Lemire, President and CEO at 514-394-7820 or firstname.lastname@example.org