LAVAL, Québec, Aug. 30, 2018 (GLOBE NEWSWIRE) -- Urbanimmersive Inc. (" Urbanimmersive " or the " Corporation ") (TSX VENTURE: UI.V) (OTC PINK: UBMRF), the real estate content marketing platform, is pleased to announce that it closed on August 30, 2018 a second tranche private placement of convertible debentures for gross proceeds of $140,000 (the " Second Tranche Private Placement "). A first tranche private placement of convertible debentures and units for gross proceeds of $2,461,500 (the " First Tranche Private Placement ", and together with the Second Tranche Private Placement, the " Private Placement ") closed on July 30, 2018. The Private Placement was made in connection with the acquisition of Tourbuzz, LLC by the Corporation (the " Acquisition ").
As part of the Second Tranche Private Placement, Urbanimmersive issued 112 secured extendible convertible debentures (the " Convertible Debentures ") at an issue price of $1,250 per Convertible Debenture for gross proceeds of $140,000. The Convertible Debentures have the same terms as the Convertible Debentures issued as part of the First Tranche Private Placement. All Convertible Debentures issued in the Private Placement are convertible into common shares in the capital of the Corporation (" Common Shares ") at a price of $0.125 per Common Share (the " Conversion Price "). All Convertible Debentures issued in the Private Placement will bear interest at a rate of 10% per annum and will mature on July 30, 2022, unless the Acquisition is not completed before September 30, 2018 or the Corporation announces that it will not complete the Acquisition, in which case the Convertible Debentures will mature as at such date (the " Maturity Date "). If and whenever at any time after the date hereof and prior to the Maturity Date, the Corporation issues Common Shares at a price per Common Share (the " Issuance Price ") less than the Conversion Price, the Conversion Price of all Convertible Debentures issued in the Private Placement will be adjusted to the greater of (i) the Issuance Price and (ii) $0.10 per Common Share.
As part of the Second Tranche Private Placement, the Corporation also issued to each purchaser of Convertible Debentures a number of detachable Common Share purchase warrants (" Detachable Warrants ") equal to the principal amount of Convertible Debentures subscribed by each purchaser. Each Detachable Warrant will be exercisable into one Common Share at a price of $0.25 until the Maturity Date.
Leede Jones Gable Inc. (the " Agent ") has acted as agent in connection with the Second Tranche Private Placement. The Corporation has paid a cash commission of $11,200 to the Agent and has granted to the Agent 89,600 compensation options, with each compensation option being exercisable at an exercise price of $0.125 into one Common Share and 0.125 common share purchase warrant (exercisable into one Common Share at a price of $0.25 until July 30, 2022).
The net proceeds of the Private Placement will be used to pay a portion of the cash component of the purchase price for the Acquisition. The remaining portion of the cash component of the purchase price for the Acquisition will be funded by a senior secured debt. The Acquisition is expected to be completed in the coming days.
All securities issued under the Second Tranche Private Placement were issued pursuant to exemptions from the prospectus requirements of applicable securities laws and are subject to a statutory resale restriction until December 31, 2018.
The TSX Venture Exchange has not reviewed this press release and has neither approved nor disapproved the contents of this press release.
About Urbanimmersive
Urbanimmersive is a content marketing platform for real estate professionals. The Corporation connects real estate professionals, photographers and writers in order to simplify and optimize original content production workflow. Urbanimmersive enables its customers to leverage their marketing investment while increasing productivity, competitiveness, their web visibility, consumer engagement with their brand and ultimately, their revenue.
Caution of Forward-Looking Statements
Certain statements in this news release, other than statements of historical fact, are forward-looking information that involves various risks and uncertainties. Such statements relating to, among other things, completion and expected timing of the Acquisition; whether the Acquisition will be successful; are necessarily subject to risks and uncertainties, some of which are significant in scope and nature. These uncertainties may cause actual results to differ from information contained herein. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of the management on the dates they are made and expressly qualified in their entirety by this notice. The Corporation assumes no obligation to update forward-looking statements should circumstances or management estimates or opinions change. For additional information with respect to certain of these and other assumptions and risk factors, please refer to the last Corporation’s MD&A 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.
For more information:
Urbanimmersive Inc. Ghislain Lemire President & CEO 514-394-7820 X 202 ghislainlemire@urbanimmersive.com www.urbanimmersive.com
