|By Marketwired .||
|July 18, 2014 06:40 PM EDT||
MONTREAL, CANADA -- (Marketwired) -- 07/18/14 -- Urbanimmersive Technologies Inc. (the "Corporation" or "Urbanimmersive") (TSX VENTURE: UI), is pleased to announce the closing of the previously announced non-brokered private placement of gross proceeds of approximately $348,000 (the "Offering") through the sale of 1,320,770 common shares of Urbanimmersive (the "Common Shares") at the price of $0.15 per Common Share and a subordinated secured convertible debenture at face value of a principal amount of $150,000 (the "Debenture").
As previously announced, the Debenture has a maturity date of 60 months from the closing of the Offering and does not bear interest. The Debenture is convertible into Common Shares, at the option of the holder, at any time prior to the maturity date at the conversion price of $0.15 per Common Share. The Debenture may be redeemed at the option of the Corporation at any time 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 is secured by the granting of a security interest over the Corporation's assets subordinated to that of the Corporation's bank debt.
Two investment funds, including La Caisse de depot et placement du Quebec, which are already shareholders of the Corporation, have participated in the Offering. Certain members of the Board of Directors of the Corporation also participated in the Offering by acquiring an aggregate of 900,333 Common 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 will exceed 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.
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 November 19, 2014. The net proceeds from the Offering will be used for market research, sales and marketing initiatives and for working capital purposes.
"With this investment, La Caisse is contributing to the development of a Quebec company in the Web and 3D immersive technology industry," said Martin Garand, Director, Investment at La Caisse de depot et placement du Quebec. "With its 3D virtual-tour technologies, Urbanimmersive will be able to capitalize on the growth associated with the emergence of innovative tools for selling real estate."
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 www.urbanimmersive.com.
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.
Urbanimmersive Technologies Inc.
President and CEO