MONTREAL, QUEBEC — (Marketwired) — 10/23/14 — Urbanimmersive Technologies Inc. (the “Corporation” or “Urbanimmersive”) (TSX VENTURE: UI), is pleased to announce (i) the closing of the non-brokered private placement announced on October 16, 2014 of gross proceeds of $400,000 (the “Offering”) through the sale of 1,500,000 common shares of Urbanimmersive (the “Common Shares”) at the price of $0.10 per Common Share and issuance of a subordinated secured convertible debenture of a principal amount of $250,000 (the “Debenture”); and (ii) the disbursement of $100,000 under the previously announced unsecured loan agreement with a Canadian banking institution (the “Loan”), for total gross proceeds of $500,000.
Two investment funds, La Caisse de depot et placement du Quebec and COTE 100, which are already shareholders of the Corporation, have participated in the Offering. Certain directors and officers of the Corporation who had provided personal guarantees for the Loan and, as compensation for entering into such personal guarantees, each received 32,000 common shares of the Corporation (the “Bonus Shares”), at a deemed price of $0.125 per Bonus Share, for a total of 160,000 Bonus Shares. Participation of these insiders in the Offering constitutes a “related party transaction” as defined in the Regulation 61-101 respecting protection of minority security holders in special transactions (“MI 61-101”). The Offering is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of the securities issued to insiders nor the consideration for such securities by insiders exceeds 25% of the Corporation–s market capitalization. The Corporation did not file a material change report 21 days prior to closing of the Offering as the details of the participation of insiders of the Corporation in the Offering had not been confirmed at that time.
“We are pleased to have the support of our investors to finalize this round of financing. We can now fully concentrate our time on this new opportunity with APCHQ while keeping our effort to develop new ones” said Ghislain Lemire, President and CEO of the Corporation.
All securities issued under the Offering were issued pursuant to exemptions from the prospectus requirements of applicable securities laws and are subject to a statutory resale restriction until February 24, 2015. The net proceeds from the Offering will be used for market research, sales and marketing initiatives and for working capital purposes.
The Corporation has received an advance ruling from the Ministere du Revenu du Quebec confirming that the Corporation is a qualified issuing corporation for the purpose of the Quebec Stock Saving Plan (“QSSP II”) and that the Common Shares to be issued pursuant to the Offering are qualified shares for a QSSP II qualified mutual fund.
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:
Ghislain Lemire, President and CEO
514-394-7820
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