MONTREAL, July 04, 2018 (GLOBE NEWSWIRE) — Urbanimmersive Inc. (“Urbanimmersive” or the “Corporation”) (TSX VENTURE:UI) (OTC PINK:UBMRF), the real estate content marketing platform, wishes to provide an update on the acquisition of Tourbuzz, LLC (“Tourbuzz”), the leading real estate photographer software solution provider in North America, which was announced on April 3, 2018 (the “Transaction”).
In lights of the recent memorandum of understanding signed with one of the leading real estate portals in North America for a potential partnership with Urbanimmersive, post-transaction to the acquisition of Tourbuzz, announced by the Corporation on June 21, Tourbuzz’s founders, Messrs. Alan Pinstein and Paul Rodman, have agreed to be paid for the purchase price for the acquisition by Urbanimmersive of 100% of the limited liability company interests in Tourbuzz, as follows (i) US$2,500,000 in cash, (ii) US$1,500,000 in principal amount of secured convertible debentures (the “Convertible Debentures”) and (iii) 1,950,000 common share purchase warrants (the “Warrants”). The Convertible Debentures will bear interest at a rate of 10.0% per annum and will be convertible into common shares of the Corporation (“Shares”) at a conversion price of C$0.125 per Share. The Convertible Debentures will mature on the date that is four years from the closing date of the Transaction. The Warrants will entitle the holder thereof to acquire one Share for a period of four years from the closing date of the Transaction at a price of C$0.25 per Share.
Furthermore, Urbanimmersive and Tourbuzz amended their binding letter of intent dated March 30, 2018 (the “LOI”) in order to extend the exclusivity period until July 15, 2018 (or such later date as may be agreed to in writing by the parties). All the other terms and conditions of the LOI remain unchanged and as described in the press release of the Corporation dated April 3, 2018.
Closing of the Transaction is expected to occur on or about July 11, 2018.
Completion of the Transaction remains subject to a number of conditions, including the finalization of a definitive purchase agreement, the receipt of all required regulatory approval, including of the TSX Venture Exchange, Urbanimmersive obtaining financing for the Transaction on acceptable terms and such other closing conditions as are customary in transactions of this nature. There can be no assurance that such conditions will be satisfied and that the Transaction will be completed as described or at all.
The TSX Venture Exchange has not reviewed this press release and has neither approved nor disapproved the contents of this press release.
Established in 2008 and based in Atlanta, Georgia, USA, TourBuzz LLC. (www.tourbuzz.net) is the leading real estate photography software solution. Tourbuzz solutions are used by more than 1500 photographer businesses across the United States and Canada, as well as in Great Britain and Australia, performing approximately 250,000 (pay per transaction) photoshoots annually. Tourbuzz’s photographers have uploaded to date more than 32 million photos including videos and panoramas.
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 press 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 Transaction; whether the terms of the Transaction will be as described in this press release; whether the Transaction will be successful; the receipt of required regulatory approval (including stock exchange) in respect of the Transaction; 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: