Maple Power target Intrinsic4D closes private placement
2015-03-16 13:24 ET - News Release
Shares issued 11,379,125
Mr. David Mitchell reports
MAPLE POWER CAPITAL CORPORATION AND INTRINSIC4D LLC ANNOUNCES COMPLETION OF EQUITY FINANCING
Maple Power Capital Corp. and Intrinsic4D LLC, a private 3-D medical imaging company, have closed the previously announced brokered private placement of 2,741,595 subscription receipts of Intrinsic4D at a price of 53 cents per subscription receipt for gross proceeds of $1,453,045. Mackie Research Capital Corp. acted as sole agent in connection with the private placement.
Upon the satisfaction of all conditions to the completion of the merger (the "Merger") between Intrinsic4D and a wholly-owned subsidiary of Maple ("Maple Subco") in accordance with the terms of the merger agreement dated March 6, 2015 (the "Merger Agreement") among Maple, Maple Subco and Intrinsic4D, including, without limitation, the receipt of all required shareholder and regulatory approvals (the "Escrow Release Conditions"), each Subscription Receipt will, without payment of any additional consideration or taking of any action, be exchanged into one unit of Intrinsic4D (an "Intrinsic4D Unit"), with each Intrinsic4D Unit consisting of one common share of Intrinsic4D (an "Intrinsic4D Share") and one Intrinsic4D Share purchase warrant (an "Intrinsic4D Warrant"). Each Intrinsic4D Unit will, without payment of any additional consideration or taking of any action, subsequently be exchanged for one unit of Maple (a "Maple Unit"). Each Maple Unit will consist of one common share in the capital of Maple (a "Maple Share") and one common share purchase warrant of Maple (a "Maple Warrant"). Each Maple Warrant will be exercisable at the option of its holder for one Maple Share at an exercise price of C$0.66 for a period of 24 months from the closing of the Merger. The expiry date of the Maple Warrants may be accelerated by Maple at any time following the six-month anniversary of the closing of the Merger, if the volume weighted average trading price of the Maple Shares is greater than C$0.80 for any 20 trading days. Prior the Merger, Maple will complete a consolidation of its share capital on the basis of four pre-consolidation shares of Maple for one post-consolidation share of Maple and Intrinsic4D will complete a consolidation of its participating membership units on the basis of one post-consolidation participating membership unit for every two pre-consolidation participating membership units.
The gross proceeds from the sale of the Subscription Receipts, less certain transaction costs and expenses, were delivered to Equity Financial Trust Company and will be held in escrow pending the completion of the Merger. Upon completion of the Merger, the net escrowed proceeds will be released to Intrinsic4D.
If the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Toronto time) on September 12, 2015, or the Merger Agreement is terminated at an earlier time or if Intrinsic4D or Maple has advised the Agent or announced to the public that it does not intend to proceed with the Merger, then holders of Subscription Receipts will receive a cash payment equal to the offering price of the Subscription Receipts and any interest that was earned during the term of the escrow.
In connection with the Private Placement, Intrinsic4D agreed to pay the Agent a cash commission equal to 6% of the aggregate gross proceeds of the Private Placement (the "Agent's Commission"). The Agent's Commission will be released to the Agent upon the satisfaction of the Escrow Release Conditions. In addition, Intrinsic4D has issued to the Agent compensation options (the "Agent's Compensation Options") entitling the Agent to subscribe for that number of Maple Shares as is equal to 7% of the total number of Subscription Receipts issued pursuant to the Private Placement. Each Agent's Compensation Option will ultimately be exercisable to purchase one Maple Share at the price of C$0.53 for a period of 24 months following the completion of the Merger. In addition, Intrinsic4D will pay an advisory fee equal to 4% of the aggregate gross proceeds of the Private Placement to Ravenna Technologies Inc., as special advisor to the Company ("Ravenna"), pursuant to the terms of an advisory agreement dated July 31, 2014 between the Company and Ravenna.
About Intrinsic4D
Intrinsic4D is a privately held Delaware limited liability company based in Bloomfield Hills, Michigan. Intrinsic4D owns a patented, FDA-cleared software and service platform that translates static, 2D magnetic resonance imaging (MRI) and computed tomography (CT) data and produces a non-invasive, 360 degree, novel visualization of patient anatomy in 3D. For more information on Intrinsic4D, please visit Intrinsic4D's website at www.intrinsic4d.com.
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