Intuitivo Capital Corporation enters into Definitive Agreement for Qualifying Transaction with Scenecaster



    /NOT FOR RELEASE OR DISSEMINATION INTO THE UNITED STATES/

    TORONTO, July 2 /CNW/ - Intuitivo Capital Corporation ("Intuitivo")
(TSXV: ITU.P), a capital pool company, is pleased to announce that, further to
its press release dated April 2, 2008, it has entered into a definitive
qualifying transaction agreement (the "Definitive Agreement") on June 27, 2008
with View 22 Technology Inc., operating as Scenecaster ("Scenecaster"), in
connection with a proposed "Qualifying Transaction" (within the meaning of the
policies of the TSX Venture Exchange (the "Exchange")).
    The Definitive Agreement provides for the amalgamation of Scenecaster
with a wholly-owned subsidiary to be incorporated by Intuitivo ("Subco"). On
completion of the amalgamation: (i) the amalgamated company will become a
wholly-owned subsidiary of Intuitivo; and (ii) all of the common shares of
Scenecaster will be cancelled and exchanged for post-Consolidation (as
described below) common shares of Intuitivo in accordance with an exchange
ratio (the "Exchange Ratio") based upon the effective issue price per
Scenecaster share in a private placement to be completed by it prior to the
completion of the amalgamation, as more particularly described below. After
giving effect to the amalgamation, the current shareholders of Scenecaster
will collectively exercise control over Intuitivo.
    Upon the closing of the Qualifying Transaction, it is intended that
Intuitivo will change its name to "Scenecaster Inc." or such other name as
determined by Scenecaster and accepted by the applicable regulatory
authorities.
    Completion of the proposed Qualifying Transaction is subject to, among
other things, receipt of all necessary regulatory and shareholder approvals
and the completion of an equity private placement by Scenecaster in the
minimum amount of $10 million, as described below (the "Private Placement").

    About Scenecaster

    Scenecaster is a corporation incorporated under the laws of the Province
of Ontario. The company was founded in September 2002 and is headquartered in
Richmond Hill, Ontario. Scenecaster is a leading provider of 3D Web commerce
and media solutions for global enterprises, consumer brands and consumers at
large.
    Scenecaster's key products and services are based on its proprietary
software platform, the Immersiv(TM) product platform. Immersiv(TM) technology
lowers the barrier to adoption of 3D by helping users to quickly assemble
files and media with 3D Web content from other sources using the
well-established workflows of traditional Web applications.
    Scenecaster's products are primarily delivered online through the
Company's website (www.scenecaster.com) and through partner websites such as
facebook.com. Its patented software is licensed by top-tier Global 2000
manufacturers, consumer brands and media companies. Companies such as John
Deere, Siemens, Abbott Laboratories, Kohler, Merillat, Scripps Networks - HGTV
and Punch Software utilize Scenecaster's technology and solutions to improve
their sales and marketing effectiveness, enhance their online branding and
eCommerce strategies and create new revenue and business opportunities from
deploying immersive 3D applications on the Web.
    By targeting key industries such as healthcare, manufacturing, retail and
media, Scenecaster's 3D Web commerce platform has quickly expanded its reach
to nearly two million end users.
    Scenecaster's technology has been recognized by leading enterprise
software companies such as Autodesk, Google and IBM who have entered into
various co-marketing, technology integration and business partnerships with
Scenecaster. In particular, Autodesk, the world's largest design software
company, selected Scenecaster to enable an integrated solution between its
Autodesk Inventor product and Scenecaster's Immersiv(TM) 3D Web software.
Also, Configure One, a leading software configuration company, has entered
into a strategic partnership with Scenecaster to offer an integrated
configuration and 3D visualization solution for enterprises.
    Since its launch at the DEMO conference in September 2007, Scenecaster's
3D social media application and online community (www.scenecaster.com) has
emerged as one of the fastest growing 3D Web applications. With over one
million registered users to date, Scenecaster is also in the top 1% of all
Facebook applications and has been recognized by industry analysts as one of
the most advanced 3D Web applications in the market today.
    www.scenecaster.com delivers a unique 3D browser based experience
allowing Internet users to easily create, share and distribute 3D scenes
directly from within their browser. It is a consumer oriented application and
incorporates technologies and features that are tailored for a consumer
audience. In addition, Scenecaster is architected to support mass adoption and
usage and as such also incorporates scalable web architecture and components
such as load balancing, edge caching, distributed networking and utilizes
third party storage and content delivery services from such companies as
Akamai and Amazon. Brand sponsors such as Smart Furniture, mydeco and Kohler
are utilizing Scenecaster for brand extension and online advertising to
Scenecaster users.
    Since its inception, Scenecaster has recorded cumulative revenues of over
$10 million and has entered into over 25 contracts with leading companies that
have licensed and deployed Scenecaster's advanced technology and products.
    On the basis of audited financial statements for the year ended August
31, 2007, as at August 31, 2007, Scenecaster had total assets of $7,779,479,
long-term liabilities of $88,200 and shareholders' equity of $7,185,588. For
the fiscal year ended August 31, 2007, Scenecaster recorded total revenues of
$2,471,588 and a net loss of $2,048,489. On the basis of unaudited financial
statements, Scenecaster recorded revenue of $1,063,155 and a net loss of
$2,039,489 for the six months ended February 29, 2008. Scenecaster continues
to invest in accelerating the growth of its www.scenecaster.com website and is
configuring its patented Immersiv(TM) technology platform for deployment by
third party solutions providers.
    As of the date hereof, there are 19,064,675 common shares of Scenecaster
outstanding and no person owns, controls or directs 10% or more of the
outstanding common shares.

    Terms of the Proposed Qualifying Transaction

    Prior to the completion of the proposed Qualifying Transaction, it is
intended that Intuitivo will effect a consolidation of its outstanding common
shares on the basis of one post-consolidation share for every 10
pre-consolidation shares (the "Consolidation"). The Consolidation and the
proposed change of name of Intuitivo, as described above, will require the
approval of Intuitivo's shareholders by special resolution at a meeting of its
shareholders to be convened prior to the completion of the proposed Qualifying
Transaction. As the proposed Qualifying Transaction is not a "Non Arm's Length
Qualifying Transaction" (within the meaning of the policies of the Exchange),
the amalgamation contemplated by the Definitive Agreement does not require
approval of the shareholders of Intuitivo.
    As stated above, the Definitive Agreement provides that upon the
amalgamation of Subco with Scenecaster, all of the common shares of
Scenecaster will be cancelled and exchanged for post-Consolidation common
shares of Intuitivo in accordance with the Exchange Ratio.
    Pursuant to the Definitive Agreement, for each outstanding Scenecaster
common shares held, shareholders of Scenecaster will receive such number of
post-Consolidation common shares of Intuitivo as is determined by dividing the
effective issue price per Scenecaster share in the Private Placement by the
deemed price per share for purposes of the proposed Qualifying Transaction of
each Intuitivo common share of $0.115 and dividing the quotient obtained by 10
(being the consolidation factor for the Intuitivo common shares). As of the
date hereof, Intuitivo has 7,500,000 common shares outstanding.
    Subject to receipt of all necessary approvals, holders of options and
warrants to purchase common shares of Scenecaster will receive from Intuitivo,
an option or warrant, as applicable, to purchase an adjusted number of
post-Consolidation common shares of Intuitivo based on the Exchange Ratio at a
correspondingly adjusted exercise price per share.
    Upon completion of the Qualifying Transaction, it is expected that
Intuitivo will be a Tier 1 issuer pursuant to the policies of the Exchange.
Based on the number of Scenecaster common shares outstanding as of the date
hereof, and assuming $15 million is raised in the Private Placement at a
pre-financing valuation for Scenecaster of $57.2 million, there would be
approximately 63,527,413 post-Consolidation Intuitivo common shares
outstanding upon closing of the Qualifying Transaction, on a non-diluted
basis. Of these, the current shareholders of Intuitivo would hold an aggregate
of 750,000 post-Consolidation common shares, or approximately 1.2% of the
outstanding shares, the current shareholders of Scenecaster would hold an
aggregate of approximately 49,733,935 post-Consolidation common shares, or
approximately 78.3%, and investors in the private placement would hold an
aggregate of approximately 13,043,478 post-Consolidation common shares, or
approximately 20.5%.
    Pursuant to the Definitive Agreement, Scenecaster has the right to
terminate the Definitive Agreement at any time on or before July 15, 2008 upon
payment to Intuitivo of a break fee in the amount of $500,000.
    Florence R. Unger, the Corporate Secretary of Intuitivo and holder of
400,000 Intuitivo common shares and options to acquire a further 150,000
Intuitivo common shares, holds 21,200 common shares of Scenecaster or
approximately 0.1% of the outstanding Scenecaster common shares, and warrants
to acquire a further 20,000 Scenecaster common shares. There are no other
known interests of insiders of Intuitivo or Scenecaster in the other party.

    Private Placement

    The Qualifying Transaction will be conditional upon the completion by
Scenecaster of the Private Placement of subscription receipts raising gross
proceeds of not less than $10 million. The subscription receipts will be
automatically exercised into Scenecaster common shares immediately prior to
the completion of the proposed Qualifying Transaction. In that regard,
Scenecaster has retained a syndicate of dealers co-led by Wellington West
Capital Markets Inc. and Blackmont Capital Inc. (collectively, the "Agents").
It is anticipated that the pre-financing valuation of Scenecaster for the
Private Placement will be approximately $57.2 million. The proceeds of the
Private Placement will be held in escrow by a third party trustee pending
completion of the Qualifying Transaction.
    It is intended that the net proceeds from the Private Placement, together
with the combined working capital of Scenecaster and Intuitivo following the
completion of the proposed Qualifying Transaction, will be used by the
resulting issuer for marketing, business development, executive and technical
staff recruitment and for general corporate purposes. Upon completion of the
Qualifying Transaction and the release of the proceeds of the Private
Placement, it is anticipated that the resulting issuer will have sufficient
financial resources to carry on its business plan for a period of at least 30
months.
    The Agents will be entitled to receive a commission equal to 6% of the
gross proceeds of the Private Placement, together with compensation options
entitling the Agents to purchase such number of Scenecaster common shares as
is equal to 6% of the number of subscription receipts sold pursuant to the
Private Placement at an exercise price equal to the issue price for a period
of two years following the closing date of the offering.
    Intuitivo intends to apply to the Exchange for a waiver of the
sponsorship requirements for the Qualifying Transaction based upon the
brokered Private Placement.

    Proposed Directors and Senior Management Team

    Upon the closing of the Qualifying Transaction, it is anticipated that
Amnon Zohar, Mark Zohar, Doron Cohen, Ron Dembo and Jonathan Graff will be the
nominees of Scenecaster to be elected to the Board of Directors of Intuitivo.
It is also anticipated that the new senior management team of the resulting
issuer will be comprised of Amnon Zohar (Chairman), Mark Zohar (President and
Chief Executive Officer), Alain Chesnais (Chief Technology Officer and
Vice-President, Engineering) and David Graham (Managing Director,
Asia/Pacific). Scenecaster is currently recruiting for a Chief Financial
Officer for the resulting issuer.
    The following are brief resumes of the currently proposed directors and
senior officers of the resulting issuer following the Qualifying Transaction:
    Amnon Zohar, Chairman and Director: Mr. Zohar has over 30 years
experience in technology and software and is the co-founder of Scenecaster.
Prior to Scenecaster, Mr. Zohar was a founding partner of the Performax Group,
a global consultancy that specializes in implementing sales and marketing
effectiveness programs at EDS, Hewlett-Packard, SAP, IBM and others. Prior
thereto, he was a senior sales and marketing executive with IBM, Control Data
and ISM Systems. Mr. Zohar also served as the President and Chief Executive
Officer of Homeproject.com, an innovator in online 3D applications.
    Mark Zohar, President, Chief Executive Officer and Director: Mr. Zohar
has over 15 years experience in technology, research and consulting and
private equity markets. He is currently responsible for strategic sales,
account development, partnerships and alliances and corporate finance for
Scenecaster. Prior to co-founding Scenecaster, Mr. Zohar was a partner at TD
Capital Communications Partners, a $1 billion private equity firm based in New
York City, where he led the firm's investment and technology research group
focusing on emerging technology and software. Previously, he was Research
Director at Forrester Research, North America's leading technology research
and advisory firm, where he led the firm's technology and communications
research groups. Mr. Zohar also held senior roles at McCarthy Tetrault, one of
Canada's largest law firms, AT&T Canada and Sprint Canada.
    Alain Chesnais, Chief Technology Officer and Vice-President, Engineering:
Mr. Chesnais has more than 20 years of experience in software development.
Prior to joining Scenecaster, he was most recently Vice President of Product
Development at Tucows and has held senior executive positions at ATI, Scene7
and TrueSpectra. He also served as Director of Engineering at Alias/wavefront,
on the team that received a Technical Academy Award for developing the Maya 3D
software package. He was formerly President of ACM SIGGRAPH and is currently
Secretary/Treasurer of ACM.
    David Graham, Managing Director, Asia/Pacific: Mr. Graham has more than
15 years of experience in sales management and IT solution consulting in the
Asia/Pacific region. Prior to joining Scenecaster, he was President of 20-20
Technologies (Asia), a subsidiary of one of the world's leading developers of
software for the kitchen and interior design industry. His strategic sales and
dealer development experience includes senior positions at BMC West, DeWils
Industries and I-Mark.
    Doron Cohen, Director: Dr. Cohen is a technology management authority and
a certified corporate director with broad based multi-industry experience in
executive management, corporate governance, technology research and advising.
He held senior positions with the Gartner Group (Stanford, CT) as Vice
President, Financial Services and Research Director, Strategic Marketing and
as Chief Investment Officer of some of Canada's largest companies' IT
organizations, including Canada Life Financial Corp and Trans Canada
Pipelines. Dr. Cohen is a member of several boards including Cortex Business
Solutions Inc. and the Alberta Association for higher education in Information
Technology. Dr. Cohen is a well published commentator and public speaker on
all matters of technology and presently oversees his investments in
Internet-related technology start-ups.
    Ron Dembo, Director: Dr. Dembo is the Founder and Chief Executive Officer
of Zerofootprint, a not-for-profit entity that combines the financial
engineering, environmental engineering and business intelligence to create
products and services that help organizations and individuals significantly
reduce their environmental footprint. Prior to founding Zerofootprint, Dr.
Dembo was the Founder, Chief Executive Officer and President of Algorithmics
Incorporated, growing it from a start-up to the largest enterprise
risk-management software company in the world, with offices in fifteen
countries and over 70% of the world's top 100 banks as clients. Algorithmics
was consistently voted as one of the top 50 best managed companies in Canada.
Dr. Dembo has also had a distinguished 10 year academic career at the
Department of Computer Science and the School of Management of Yale
University. Dr. Dembo has published over 60 technical papers on finance and
mathematical optimization, and holds a number of patents in computational
finance.
    Jonathan Graff, Director: Mr. Graff was President of Kaboose Inc. (TSX:
KAB) from 2003 to 2007, when he assumed the role of Vice-Chairman. Prior to
Kaboose Inc., Mr. Graff was Vice-President for Homestore.com Canada and, from
1998 to 2001, he was Director of Business Development with Homestore.com
(NASDAQ:   HOMS), a leading online real estate provider of residential listings
in North America.

    Conditions to Completion of the Qualifying Transaction

    Completion of the proposed Qualifying Transaction is subject to a number
of conditions, including, but not limited to, the completion of the Private
Placement, acceptance by the Exchange and other applicable regulatory
approvals and all required shareholder approvals. The transaction cannot close
until all required shareholder approvals are obtained. There can be no
assurance that the Qualifying Transaction will be completed as proposed or at
all.

    Cautionary Note Regarding Forward-looking Statements

    This news release contains forward-looking statements (including, without
limitation, information regarding the proposed Qualifying Transaction and the
business opportunities of the resulting issuer after giving effect to the
Qualifying Transaction) that involve risks and uncertainties that could cause
results to differ materially from management's current expectations. Actual
results may differ materially due to a number of factors including, among
others: the Qualifying Transaction may not be completed; market acceptance of
Scenecaster's products and services; the impact of competitive products and
services; the possibility of such products and services infringing patents and
other intellectual property rights of third parties; and costs of product
development. The matters discussed in this news release also involve risks and
uncertainties described in Intuitivo's continuous disclosure documents filed
from time to time with the Canadian securities regulatory authorities. Except
as required by law, Intuitivo assumes no obligation to update the
forward-looking information contained in this new release.
    Investors are cautioned that, except as disclosed in the Filing Statement
to be prepared in connection with the proposed Qualifying Transaction, any
information released or received with respect to the Qualifying Transaction,
including the information contained in this news release, may not be accurate
or complete and should not be relied upon. Trading in the securities of a
capital pool company should be considered highly speculative.

    The TSX Venture Exchange Inc. has in no way passed upon the merits of the
    proposed transaction and has neither approved or disapproved the contents
    of this press release.

    %SEDAR: 00025546E




For further information:

For further information: Michael Moyal, Vice President, Intuitivo
Capital Corporation, Tel: (905) 761-5295, E-mail: mjmoyal@ndbgroup.ca; Mark
Zohar, President and Chief Executive Officer, View 22 Technology Inc., Tel:
(905) 695-3555, E-mail: markz@view22.com

Organization Profile

INTUITIVO CAPITAL CORPORATION

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