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TSX VENTURE EXCHANGE SYMBOL - UI.P
MONTREAL, Oct. 4, 2012 /CNW Telbec/ - UI Capital Inc. ("UI" or the "Corporation"), a capital pool company, is pleased to announce today the closing of the acquisition (the "Acquisition") of all of the securities of Urbanimmersive Inc. ("Urbanimmersive") and of its concurrent private placement for aggregate proceeds of $2,500,000 (the "Offering"). The Acquisition constitutes the qualifying transaction (the "Qualifying Transaction") of UI pursuant to Policy 2.4 of the TSX Venture Exchange Inc. (the "TSX-V"). The Corporation will change its name to Urbanimmersive Technologies Inc.
"We are pleased to conclude the Acquisition with UI" said Ghislain Lemire, President and Chief Executive Officer of Urbanimmersive. "The funds from the Offering will allow us to accelerate the commercialization of our AVU3DTM suite of products as well as to maintain our research and development initiatives. Our initial sales and marketing efforts have shown great promise, and we look forward to the opportunity of capitalizing on some of the opportunities ahead of us."
As part of the Qualifying Transaction, the Corporation acquired all of the shares and debentures of Urbanimmersive in exchange for the issuance of an aggregate of 8,311,441 common shares of the Corporation (the "Common Shares") at a deemed price of $0.75 per Common Share for a total consideration of $6,233,580.
The Offering in an amount of $2,225,000 was subscribed by accredited investors and other exempt purchasers. In addition, a total amount of $275,000 in the form of subscription receipts was subscribed by James McDonald, Chairman of the Corporation, as well as Daniel Robidoux, a director of the Corporation, in equal amounts. As a result, the total gross proceeds of the Offering were $2,500,000.
Desjardins Capital Markets (the "Agent") acted as agent of the Corporation in connection with the Offering. The Agent was paid a cash commission equal to $168,250 and was granted compensation options exercisable for 333,333 Common Shares at an exercise price of $0.75 per share for a period of 24 months ending on October 4, 2014.
On October 1, 2012, the Corporation 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 Offering that were acquired by a qualified mutual fund were eligible to the Stock Savings Plan II.
Board of directors
The board of directors of the Corporation is now comprised of Ghislain Lemire, Louis Tanguay, Pierre Plamondon, Daniel Robidoux, Olivier Vincent and James McDonald.
As part of the Qualifying Transaction, 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.
The completion of the Qualifying Transaction and the Offering has received conditional approval of the TSX-V and is subject to the TSX-V final approval, which is expected to be received after the completion of required filings. Trading in the Common Shares was halted. The Common Shares are expected to commence trading under the symbol "UI" after the TSX-V issues its final acceptance bulletin.
The Qualifying Transaction and Offering are more particularly described in the press release of the Corporation dated September 26, 2012, available under the Corporation's profile on SEDAR at www.sedar.com.
After giving effect to the Acquisition and the Offering there are 13,464,775 Common Shares issued and outstanding.
Urbanimmersive provides 3D sales & marketing solutions focused on the real estate market. Its patent pending emulator technology enables the cost effective production of 3D immersive environments from digital photographs or drawings. It allows multiple parties to meet online and interact together within a 3D immersive environment over the internet, using a computer, tablet and smart phone. Game 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 AVU3DTM software to resellers and partners that are well established in sectors such as facility & asset management, training and serious games. Urbanimmersive is headquartered in Laval, Québec.
Caution Concerning 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. In particular, in making these statements, UI has assumed, among other things, that the proposed Qualifying Transaction and private placement will receive the final TSX-V approval. 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.
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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.
SOURCE: UI CAPITAL INC.
For further information:
Ghislain Lemire, President and CEO at 514-394-7820 or [email protected]