Intrinsic4D Inc.
TSX VENTURE : IFD

June 16, 2015 22:08 ET

Intrinsic4D Inc. Announces Completion of Qualifying Transaction and Concurrent C$1.5 Million Financing

Investor Update Call to Be Held on Friday, June 19th

TORONTO, ONTARIO--(Marketwired - June 16, 2015) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Intrinsic4D Inc. (formerly Maple Power Capital Corporation) (TSX VENTURE:IFD) (the "Corporation") is pleased to announce the completion of its qualifying transaction (the "Transaction") pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange (the "TSXV"). In accordance with the previously announced merger agreement and plan of reorganization dated March 6, 2015, as amended (the "Merger Agreement"), Maple Subco LLC, a wholly-owned subsidiary of the Corporation, merged with Intrinsic4D LLC ("Intrinsic4D"). The Transaction was structured as a three-cornered merger under Delaware law, as a result of which Intrinsic4D has become a wholly-owned subsidiary of the Corporation. In connection with the Transaction, the Corporation has changed its name to "Intrinsic4D Inc."

Private Placement

Prior to the completion of the Transaction, Intrinsic4D completed a "best efforts" private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") conducted by Mackie Research Capital Corporation, as agent (the "Agent"). Pursuant to the Private Placement, Intrinsic4D issued 2,741,595 Subscription Receipts at a price of C$0.53 per Subscription Receipt for total gross proceeds of C$1,453,045. Immediately prior to the completion of the Transaction, each Subscription Receipt converted into one unit of Intrinsic4D (an "Intrinsic4D Unit"), with each Intrinsic4D Unit consisting of one common share of Intrinsic4D and one common share purchase warrant of Intrinsic4D. Each Intrinsic4D Unit was subsequently exchanged for 1.54573 common shares in the capital of the Corporation (a "Common Share") and 1.54573 common share purchase warrants of the Corporation (a "Private Placement Warrant"). Following completion of the Transaction and the application of the exchange ratio of 1.54573, the effective issue price of the Subscription Receipts was C$0.34. Each Private Placement Warrant will be exercisable at the option of its holder for one Common Share at an exercise price of C$0.43 for a period of 24 months from the closing of the Transaction. The expiry date of the Private Placement Warrants may be accelerated by the Corporation at any time after September 16, 2015, if the volume weighted average trading price of the Common Shares is greater than C$0.52 for any 20 trading days.

The Agent received a cash commission of C$84,182.71, together with options to purchase 286,436 Common Shares ("Agent's Compensation Options"). Each Agent's Compensation Option is exercisable to purchase one Common Share at the price of C$0.34 for a period of 24 months following the completion of the Transaction.

The Common Shares are expected to resume trading on the TSXV under the symbol "IFD" on Friday, June 19, 2015. For more information about the Transaction and the Private Placement, please refer to the filing statement dated May 29, 2015 filed under the Corporation's profile on SEDAR at www.sedar.com (the "Filing Statement").

Post-Closing Capitalization

Immediately prior to the completion of the Transaction, Intrinsic4D completed a consolidation of its participation units on the basis of one post-consolidation participation unit of Intrinsic4D for every two pre-consolidation participation units of Intrinisic4D ("Intrinsic4D Participation Units"), and outstanding convertible securities of Intrinsic4D (including outstanding purchase warrants ("Intrinsic4D Warrants")) were adjusted accordingly in accordance with their terms. The Corporation also completed a consolidation of its issued and outstanding securities on the basis of one post-consolidation Common Share for every four pre-consolidation Common Shares and created a new class of unlimited Class B restricted voting shares ("Class B Shares"). Pursuant to the Transaction, all securities of Intrinsic4D were exchanged for securities of the Corporation at an exchange ratio of 1.54573 securities of the Corporation for each equivalent security of Intrinsic4D so exchanged. Upon closing of the Transaction, among other things:

  • The Corporation issued to (a) holders of Intrinsic4D Units, an aggregate of 4,237,762 Common Shares and an aggregate of 4,237,762 Private Placement Warrants, and (b) holders of Intrinsic4D Participation Units, an aggregate of 7,286,889 Common Shares and 53,954,180 Class B Shares.
  • The Corporation issued to holders of Intrinsic4D Warrants an aggregate of 6,617,353 economically equivalent warrants to purchase Class B Shares ("Intrinsic4D Warrants").
  • The Corporation issued to holders of outstanding unit appreciation rights of Intrinsic4D an aggregate of 10,898,706 economically equivalent options to purchase Class B Shares ("Options").
  • The Corporation issued to Ravenna Technologies Inc. an option to purchase an aggregate of 3,593,784 Common Shares at a price of C$0.34 per Common Share until October 14, 2019.

Following completion of the Transaction, there are 14,369,432 Common Shares, 53,954,180 Class B Shares, an aggregate of 10,855,115 Private Placement Warrants and Intrinsic4D Warrants and an aggregate of 14,771,489 options issued and outstanding.

Shareholders of the Corporation approved all matters voted on at the special meeting of shareholders held on May 14, 2015.

About Intrinsic4D

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.

Intrinsic4D is monetizing the platform through an innovative and compelling service targeted at the medical and legal fields, with an additional opportunity in the cardiovascular market. Intrinsic4D's proprietary technology is protected by four issued patents and eleven pending patent applications. In May 2012, Intrinsic4D received 510(k) regulatory clearance from the United States Food and Drug Administration to market its product.

In the medical market, Intrinsic4D believes the platform provides a potential reduction in hospital costs, better understanding of images for patients and medical practitioners and does not require an expert to operate. The technology allows doctors and other medical practitioners to better plan for surgical procedures, while bridging the communication gap that can exist between medical practitioners and patients. On December 23, 2014, Intrinsic4D partnered with U.S. Radiology Partners, Inc., a leading provider of hospital-focused tele-radiology services and patient second opinion radiology services. Intrinsic4D serves the partnership as the 3D laboratory.

In the legal market, the platform creates a new paradigm for case resolution. Launched in January 2014, the platform is intended to meet the needs of the legal market and has generated revenue since its launch. The legal platform has completed thousands of cases across the United States and multiple provinces in Canada.

Separately, Intrinsic4D has developed an innovative, non-invasive approach for improving the diagnostic accuracy of cardiovascular disease. Intrinsic4D's computer algorithm based stenosis severity mapping invention utilizes a coronary CT to enable a non-invasive functional assessment of coronary lesions.

Recent Business Developments

Intrinsic4D was recently issued a United States patent for its "Method for Assessing Stenosis Severity Through Stenosis Mapping" invention. This patent is the underlying foundation behind Intrinsic4D's novel approach to a non-invasive functional assessment of coronary lesions.

On April 20, 2015, Intrinsic4D and USARAD Holdings Inc., a leading US Joint Commission accredited teleradiology and specialty telemedicine solutions provider, including its SecondOpinions.com® division, officially announced their partnership and the launch of offering Intrinsic4D's 3D volume rendering services through SecondOpinions.com.

Investor Update Conference Call

The Corporation will hold a conference call for investors on Friday, June 19 at 8:30 a.m. (EST), which will include remarks by management and provide on update on the Corporation's progress, business strategy and objectives. This will be followed by a question-and-answer session. A presentation will be available on the Corporation's website (www.intrinsic4d.com) in advance of the conference call.

To participate in the conference call, dial:

Dial in: 641.715.3580
Access Code: 363-711#

Restatement of Certain Information in the Filing Statement

Subsequent to the filing of the Filing Statement by the Corporation, certain holders of Intrinsic4D Participation Units elected to exchange their Intrinsic4D Participation Units for all Class B Shares in lieu of receiving .45 of a Common Share and .55 of a Class B Share for each Intrinsic4D Participation Unit held by such holders. As a result, the Corporation wishes to restate the following pro forma consolidated capitalization disclosure included on pages 76 to 78 of the Filing Statement as follows (capitalized terms not otherwise defined have the meanings given to them in the Filing Statement):

The following table sets forth the pro forma share and loan capital of the Resulting Issuer as at December 31, 2014 on a consolidated basis, based on the pro forma consolidated financial statements contained in this Filing Statement after giving effect to the Merger and the Financing (and assuming the completion of the Consolidation and the Intrinsic4D Consolidation). This table should be read in conjunction with the pro forma consolidated financial statements and notes thereto included in this Filing Statement.

Designation of Security Amount authorized or to be authorized Amount outstanding after giving effect to the Merger (without giving effect to the Financing) as of December 31, 2014 Amount outstanding after giving effect to the Merger and the Financing, as of December 31, 2014
Resulting Issuer Voting
Common Shares
Unlimited 16,053,923 24,815,888
Resulting Issuer
Restricted Voting
Common Shares
Unlimited 72,540,602 72,540,602

The following tables outline the expected number and percentage of securities of the Resulting Issuer to be outstanding on a non-diluted basis after giving effect to the Consolidation, Intrinsic4D Consolidation and Merger:

Description of Issue Number of Resulting Issuer Voting Common Shares Number of Resulting Issuer Restricted
Voting Common
Shares
Percentage of Total of Resulting Issuer Shares
Held by former Maple shareholders 2,844,779 Nil 4.18%
Issued to purchasers of the Subscription Receipts 4,237,765 Nil 6.23%
Issued to former Intrinsic4D Unitholders pursuant to the Merger Agreement 6,318,904 52,771,088 86.43%
Issued to former Intrinsic4D convertible promissory note holder 967,985 1,183,092 3.16%
Total Non-diluted Resulting Issuer Share Capital 14,369,453 53,954,180 100%

The following tables outline the expected number of securities of the Resulting Issuer to be reserved for issuance after giving effect to the Consolidation, Intrinsic4D Consolidation and Merger:

Resulting Issuer Shares Reserved for Issuance
Description Number of
Resulting Issuer
Voting
Common Shares
Number of Resulting
Issuer Restricted
Voting Common Shares
Issuable on exercise of the Intrinsic4D New Warrants and Resulting Issuer Warrants Nil 6,617,357
Issuable on exercise of the IPO Agent's Options 192,978 Nil
Issuable on exercise of the Maple Options 279,000 Nil
Issuable on exercise of the Agent's Resulting Issuer Compensation Options 286,436(1) Nil
Issuable on conversion of the Resulting Issuer Restricted Voting Common Shares 53,954,180 Nil
Issuable on exercise of warrants issued to purchasers of the Subscription Receipts 4,237,765(2) Nil
Issuable on exercise of Ravenna's Resulting Issuer Purchase Options 3,596,780 Nil
Reserved for issuance under the Resulting Issuer Option Plan Nil 10,898,706
Total 62,547,139 17,516,063

Notes:

(1) The Filing Statement mistakenly disclosed the exercise price of the Agent's Resulting Issuer Compensation Option as $0.53. As set out above, the exercise price of the Agent's Resulting Issuer Compensation Options is $0.34.

(2) The Filing Statement mistakenly disclosed the exercise price of the warrants issued to purchasers of the Subscription Receipts as $0.66 and the volume weighted average trading price of the Resulting Issuer Voting Common Shares for the accelerated expiry of such warrants as $0.80. As set out above, the exercise price of the warrants issued to purchasers of the Subscription Receipts is $0.43 and the volume weighted average trading price of the Resulting Issuer Voting Common Shares for the accelerated expiry of such warrants is $0.52.

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 and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the Corporation. Particularly, statements regarding future results, performance, achievements and prospects or opportunities for the Corporation are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this press release include, but are not limited to, statements with respect to the expected commencement of trading of Common Shares of the Corporation on the TSXV.

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.

The TSXV has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or applicable state securities laws, and may not be offered or sold to, or for the account or benefit of, persons in the United States absent registration or an exemption from such registration requirements. 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.

Copies of all constating and material documents of the Corporation are available for review at www.sedar.com.

Contact Information