TORONTO, ONTARIO--(Marketwired - Oct. 21, 2014) -
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Maple Power Capital Corporation (TSX VENTURE:MPX.P) (the "Corporation"), a capital pool company, is pleased to announce that it has entered into a letter of intent dated October 14, 2014 (the "LOI") with Intrinsic4D LLC ("Intrinsic4D") to complete a business combination, whereby the Corporation will acquire all of the outstanding securities of Intrinsic4D in exchange for securities of the Corporation (the "Transaction"). The Transaction is intended to constitute the "Qualifying Transaction" of the Corporation, as such term is defined in Policy 2.4 of the Corporate Finance Manual of the TSX Venture Exchange (the "Exchange"). Subject to Exchange approval, upon completion of the Transaction, the combined entity (the "Resulting Issuer") will continue to carry on the business of Intrinsic4D as currently constituted. The LOI is not an Agreement in Principal (as defined in Policy 2.4 of the Corporate Finance Manual of the Exchange).
About Intirisic4D
Intrinsic4D is a private Delaware limited liability company incorporated in 2011 that owns a patented, FDA-approved software and service platform that takes magnetic resonance imaging (MRI) and computed tomography (CT) data and produces a non-invasive, 360 degree, unique "fly-through" of patient anatomy in 3D. Intrinsic4D is monetizing its platform through an innovative and compelling service targeted at the legal and medical fields with an additional opportunity in the cardiovascular market. In the legal market, the platform creates a new paradigm for case resolution. In the medical market, it provides significant reduction in hospital costs, better understanding of images for patients and surgeons/doctors, and does not require an expert to operate. Intrinsic4D head office is located in Bloomfield Hills, Michigan.
The Transaction
Subject to final structuring and execution of a definitive transaction agreement, the Corporation intends to acquire all of the issued and outstanding securities of Intrinsic4D by way of a business combination for consideration equal to an amount to be determined, to be paid through the issuance of securities of the Corporation. Upon execution of the LOI, the Corporation advanced to Intrinsic4D a $25,000 refundable deposit as provided for under the CPC policies of the Exchange. Further details about the consideration to be issued by the Corporation, together with certain other material terms about the Transaction, will be provided in a subsequent press release.
In conjunction with, and prior to the closing of the Transaction, Intrinsic4D intends to complete a brokered private placement offering (the "Private Placement") of subscription receipts for gross proceeds of up to US$8,500,000. The Private Placement will be led by Mackie Research Capital Corporation (the "Agent"). The Agent shall be paid industry standard fees and commissions in connection with the Private Placement. Further information in respect of the terms of the Private Placement will be provided in a subsequent press release.
In connection with the closing of the Transaction, the Corporation will seek shareholder approval for a consolidation of its share capital on a basis of four pre-consolidated shares for one post-consolidated share and to change its name to "Intrinsic4D Inc." Upon completion of the consolidation, the Corporation's 11,379,125 common shares currently outstanding will be consolidated into approximately 2,844,781 post-consolidated common shares.
It is understood that prior to the completion of the Transaction, Intrinsic4D will appoint a Chief Financial Officer ("CFO") with direct Canadian capital markets experience. The CFO will be qualified by the Exchange.
It is currently contemplated that upon completion of the Transaction, the board of directors, at a minimum, will initially consist of five members, three of which shall be nominated by Intrinsic4D and two of which shall be nominated by the Corporation. It is currently anticipated that the board of directors and management of the Resulting Issuer will consist of the following individuals:
Jorey Chernett Michigan, USA Chief Executive Officer,
Chairman and Director
John Banta Illinois, USA Director
Sandy Kronenberg Michigan, USA Director
Mark Klopp California, USA Director
David Mitchell Ontario, Canada Director
Mr. Chernett is the founder, and Chief Executive Officer of Intrinsic4D. He is also the founder and managing partner of Pointillist Capital Management, LLC, a privately held investment fund, which is also a member of the Company. Mr. Chernett was a co-founder and from 2003 to 2007 was the President of D4D Technologies, LLC a medical device company providing 3D imaging and CNC milling solutions to the $60B dental crown and bridge industry. He led the company in architecting and executing its business model, taking D4D through key strategic partnerships, culminating in a sale to strategic investors led by 3M Corporation MMM and Henry Schein HSIC. Mr. Chernett's past employment history includes experience as a venture capitalist (IllinoisVentures, Camelot Venture Group), operator (DigitalWork, Inc.), and investment banker (Donaldson Lufkin & Jenrette). Mr. Chernett earned a B.S. degree in finance with honors from Indiana University.
Mr. Banta serves as the Executive Director of BlueCross BlueShield Venture Partners L.P., a $315 million corporate venture fund complex sponsored by the BlueCross BlueShield Association ("BCBSA"), and as the Managing Director of the fund's General Partner. Prior to joining BCBSA, John served as the CEO & Managing Director of IllinoisVentures, the premier seed and early-stage technology venture investment firm focused on starting and building globally-competitive businesses deriving from Midwest Universities and labs. John is the former President and COO of DigitalWork, Inc., a Draper Fisher Jurvetson, TL Ventures and Dell Ventures portfolio company. Prior to DigitalWork, Inc., John served as Vice President of Corporate Services for UBS PaineWebber (formerly Kidder Peabody), and as a Director of the Investment Management Consultant's Association. John has worked with a wide variety of portfolio companies, and serves or has served on the Board of Directors of numerous emerging clean technology, agriculture, IT, instrumentation and medical device businesses. John serves on the Board of Directors of the Illinois Venture Capital Association and the Argonne Venture Accelerator. John earned an MBA in finance and statistics with high honors from the University of Chicago Graduate School of Business where he has been a frequent guest lecturer, and a bachelor's degree in finance from the University Of Illinois College Of Commerce.
Mr. Kronenberg has consulted, planned, and implemented IT solutions for hospitals, surgical centers, pharmaceutical and medical companies throughout North America. In 1998, Mr. Kronenberg founded Netarx, Inc., a network integration and services organization providing services to large enterprises, many of which were Fortune Global 500 companies. In 2011, Netarx was acquired by Logicalis, Inc., a subsidiary of Datatec Ltd. and Mr. Kronenberg joined Logicalis as its Chief Technology Officer. Mr. Kronenberg is currently a partner at Ludlow Ventures and CEO of Locqus, a field service management company. He earned a B.S. degree in biology from the University of Michigan and an M.S. degree in biology and psychology from Georgetown University.
Mr. Klopp is a Managing director of Coronis Medical Ventures, LLC, a San Francisco-based venture capital firm focused on early stage medical device companies. Formerly Managing Director of Eastman Ventures, Eastman Chemical Company's corporate venture capital arm. Former board member of the National Venture Capital Association (NVCA). Mr. Klopp has a Bachelor degree from Virginia Polytechnic Institute and State University, better known as Virginia Tech and a MBA from Roosevelt University.
Mr. Mitchell is currently the managing director of 4Front Capital Partners a boutique corporate finance and advisory firm based in Toronto Canada. Mr. Mitchell is also the founder of Stillbridge Ventures Inc a corporate consulting firm to small and emerging businesses. Mr. Mitchell has had a career in the finance industry of over 28 years. In 2011 Mr. Mitchell founded and has been CEO of the Whiteknight Acquisitions series of Capital Pool Companies and since 2013 has been a director of Capital Pool Company Maple Power Capital Corporation. Mr. Mitchell is also a founder and director of a private company in the sports apparel industry.
Sponsorship of the Transaction is required by the Exchange unless an exemption from this requirement can be obtained in accordance with the policies of the Exchange. The Corporation intends to apply for an exemption to the sponsorship requirement. There is no assurance that an exemption from this requirement will be obtained.
The Transaction will be carried out by parties dealing at arm's length to one another. The Corporation's common shares are currently halted from trading, and the trading of the shares is expected to remain halted pending completion of the Transaction.
Completion of the Transaction is subject to a number of conditions including, but not limited to, completion of the Private Placement, completion of the consolidation and name change, the satisfaction of the Corporation and Intinsic4D in respect of the due diligence investigations to be undertaken by each party, receipt of Audited Financial statements of Intrinsic 4D, the negotiation and execution of a definitive agreement in respect of the Transaction, closing conditions customary to transactions of this nature, approvals of all regulatory bodies having jurisdiction in connection with the Transaction, Exchange acceptance and, if required by the Exchange policies, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approvals are obtained and there can be no assurance that the Transaction will be completed as proposed or at all. Upon completion of the Transaction the Resulting Issuer intends to be listed, at a minimum, as a Tier 2 "technology issuer" under the rules of the Exchange.
The Corporation is working towards finalizing a definitive transaction agreement with respect to the Transaction. If and when a definitive transaction agreement is executed, the Corporation will issue a subsequent press release in accordance with the policies of the Exchange containing the details of the definitive transaction agreement and additional terms of the Transaction, including information relating to sponsorship, summary financial information in respect of Intrinsic4D, and to the extent not contained in this press release, additional information with respect to the Private Placement.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Cautionary Statements
This press release includes forward-looking statements regarding the Corporation, Intrinsic4D, and their respective businesses, which may include, but is not limited to, statements with respect to the completion of the proposed Transaction and the Private Placement, the terms on which the proposed Transaction and Private Placement are intended to be completed, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Such statements are based on the current expectations of the management of each entity, and are based on assumptions and subject to risks and uncertainties. Although the management of each entity believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release, including completion of the proposed Transaction and the Private Placement, may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding the technology industry, failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although the Corporation and Intrinsic4D have attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Corporation and Intrinsic4D undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
Neither the TSX Venture Exchange, Inc. nor its Regulation Services Provider (as that term is defined in the polices of the TSX Venture Exchange) has in any way passed upon the merits of the Transaction and associated transactions and neither of the foregoing entities has in any way approved or disapproved of the contents of this press release.
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.
The common shares have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
FOR FURTHER INFORMATION PLEASE CONTACT:
Maple Power Capital Corporation
David Mitchell
Director
(416) 574-4818
dmitchell@stillbridge.com
Intrinsic4D LLC
Jorey Chernett
(248) 469-8809
jorey@intrinsic4d.com
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