Intrinsic4D Inc.
TSX VENTURE : IFD

February 26, 2016 17:23 ET

Intrinsic4D Announces Revisions to Proposed Convertible Debenture Financing

TORONTO, ONTARIO--(Marketwired - Feb. 26, 2016) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN.

Intrinsic4D Inc. ("Intrinsic4D") (TSX VENTURE:IFD) announces changes to the terms of the previously announced (December 22, 2015) financing of up to a maximum of CAD$5,000,000 through a best efforts brokered private placement (the "Offering") of secured convertible debentures (the "Debentures") led by Portfolio Strategies Securities Inc. together with P.S. Securities (U.S.A.) Inc. (collectively, the "Agent").

The Debentures are priced at $1,000 per debenture and will have a maturity date of 60 months from the date of issuance and pay interest at the rate of 10.5% per annum calculated and paid quarterly in arrears. The Debentures will be secured by all of the present and after acquired property of Intrinsic4D. Principal may be converted at any time in whole or in part at the holder's option into Class A common shares of Intrinsic4D (each a "Common Share" and collectively the "Common Shares") at a deemed conversion price of $0.40 per Common Share (the "Conversion Price"). The holders of the Debentures will be issued 200 warrants (each a "Warrant" and collectively the "Warrants") of Intrinsic4D for each $1,000 of Debentures purchased. Each Warrant will be exercisable into one (1) Common Share at a price of $0.40 for a period of 24 months from the closing of the Offering.

In the event the Common Shares, currently traded on the TSX Venture Exchange (the "TSXV"), achieve a volume weighted average price of at least $0.80 for a period of 20 consecutive trading days (the "Acceleration Period"), the Debentures will automatically convert into Common Shares of Intrinsic4D at the Conversion Price on the date that is 30 business days from the successful completion of the Acceleration Period.

At closing of the Offering, Intrinsic4D will pay the Agent a cash commission equal to 7% of the aggregate gross proceeds raised under the Offering, as well as a number of warrants (the "Broker Warrants") equal to 7% of the aggregate number of Common Shares into which the Debentures may be converted in accordance with their terms. Each Broker Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.40 for a period of 24 months from the closing of the Offering.

Subject to the approval of the TSXV, and subject to various agreed terms and conditions including the successful closing of the Offering, Intrinsic4D has agreed to enter into a capital markets advisory and consulting agreement with the Agent.

The Offering is expected to close in one or more tranches prior to the end of March.

All securities issued pursuant to the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to a number of conditions, including, without limitation, entry into an agency agreement with the Agent for the Offering and receipt of all regulatory approvals, including approval of the TSXV.

About Intrinsic4D Inc.

Intrinsic4D, through its Authentic brand, is the developer of the patented and FDA-cleared transformative software-as-a-service medical platform servicing the medical-legal industry. Through its patented and disruptive Stenosis Severity Mapping (SSM) Cardio solution, it aims to reduce the $13 billion of unnecessary cardiac catheterizations performed annually, which are attributed to false positive reads of diagnostic tests for evaluating coronary artery disease.

Disclaimer for Forward-Looking Information

Certain statements contained in this press release constitute forward-looking information within the meaning of applicable securities laws. Forward-looking information may relate to the Corporation's future outlook and anticipated events or results. Particularly, statements regarding future results, performance, achievements and prospects or opportunities for the Corporation are forward looking statements. Some of the specific forward looking statements in this press release include, but are not limited to, the approval of the TSXV and the completion of the Offering. Although the forward-looking statements contained in this press release are based upon assumptions that management of the Corporation believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the Corporation's control, which may cause actual results to differ materially from those expressed or implied by such forward- looking statements. The forward-looking statements made in this press release relate only to events or information as of the date hereof. Except as required by applicable law, the Corporation undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The securities referred to in this news release have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

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