MONTREAL, CANADA — (Marketwired) — 10/16/14 — Urbanimmersive Technologies Inc. (the “Corporation” or “Urbanimmersive”) (TSX VENTURE: UI) is pleased to announce that it intends to complete a non-brokered private placement to raise gross proceeds of up to $400,000 (the “Offering”) and the entering into of an unsecured loan agreement with a Canadian banking institution for an amount of $100,000 (the “Loan”), for total gross proceeds of $500,000. Pursuant to the Offering, the Corporation expects to issue 1,500,000 common shares of Urbanimmersive (the “Common Shares”) at the price of $0.10 per Common Share and a subordinated secured convertible debenture (the “Debenture”) in the principal amount of $250,000. The Offering and the Loan are referred to as the “Financing”.
As announced on September 8, 2014, the Corporation entered into a license contract with the Association des professionnels de la construction et de l–habitation du Quebec (Provincial Home Builders– and Renovators– Association of Quebec) (“APCHQ”), for which a first payment of $180,000 by the APCHQ is conditional upon the Corporation obtaining a financing of a minimum of $500,000. Accordingly, upon closing of the Financing, such condition will be fulfilled.
The net proceeds from the Financing will be used for market research, sales and marketing initiatives and for working capital purposes.
—-We are pleased to complete this financing that will allow us to move forward with the APCHQ contract.—- said Ghislain Lemire, President and Chief Executive Officer of Urbanimmersive.
The Offering
The Debenture will have a maturity date of 60 months from the closing of the Offering and will not bear interest. The Debenture will be convertible into Common Shares, at the option of the holder, at any time prior to the maturity date at the conversion price of $0.125 per Common Share. The Debenture may be redeemed at the option of the Corporation at any time from the date of issuance with 30 days advance notice provided that the volume weighted average trading price of the Common Shares on the TSX Venture Exchange on the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than $0.25. The holder will have 30 days after the Corporation provides notice of redemption to convert all or part of the Debenture into Common Shares. The Debenture will be secured by the granting of a security interest over the Corporation–s assets subordinated to that of the Corporation–s bank debt.
The Loan
The Corporation has also entered into the Loan, for which the disbursement is conditional upon the Corporation receiving funding under the Offering. The Loan is for a principal amount of $100,000 with interests based on the banking institution–s variable prime rate, plus a spread of 3.5% per year. The maturity date of the Loan is April 23, 2021. The Loan is not subject to any structuring or arrangement fees.
Certain directors and officers of the Corporation have provided personal guarantees for the Loan and, as compensation for entering into such personal guarantees, they will each receive, subject to TSX Venture Exchange–s approval, 32,000 common shares of the Corporation on the closing date (the “Bonus Shares”), at a deemed price of $0.125 per Bonus Shares, for a total of 160,000 Bonus Shares.
Regulatory
The closing of the Offering and the advance under the Loan are expected to occur on or about October 23, 2014, and is subject to applicable regulatory approvals, including approval of the TSX Venture Exchange. All securities issued in the context of the Offering will be subject to a four months and one day hold period.
Urbanimmersive has filed an application to obtain an advance ruling from the Ministere du Revenu du Quebec in order to confirm that it is a qualified issuing corporation for the purposes of the Quebec Stock Savings Plan II (“QSSP II”) and that the Common Shares to be issued pursuant to the Offering will be qualified shares for a QSSP II qualified mutual fund for investors who require it.
About Urbanimmersive
Based in Laval, Urbanimmersive is a leading-edge digital media company that uses innovative patent pending technology for the development and commercialization of its suite of web products and services in the real estate brokerage and new home construction markets.
For more information, visit Urbanimmersive website .
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.
Caution on 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. 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 the Corporation–s management proxy circular dated February 20, 2014, 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.
Contacts:
Urbanimmersive Inc. / Urbanimmersive Technologies Inc.:
Ghislain Lemire
President and CEO
514-394-7820
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