Intrinsic4D Inc.
TSX VENTURE : IFD

March 22, 2017 12:40 ET

Intrinsic4D Inc. Announces Receipt of Notice of Intent to Sell Intrinsic4D, LLC's Assets and Provides Update on Financial Status and Solvency

TORONTO, ONTARIO--(Marketwired - March 22, 2017) -

NOT FOR DISSEMINATION IN THE U.S. OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Intrinsic4D Inc. (the "Corporation") (TSX VENTURE:IFD) provides stakeholders with an update in relation to its financial status and solvency.

In the Corporation's February 22, 2017 news release (the "February News Release"), the Corporation announced that it needed to raise additional capital almost immediately in order to pay certain obligations coming due in the near future. The Corporation announces today that it was unable to raise such capital and did in fact default and was unable to pay (i) the matured and accrued interest amount ($1,101,687) owed under the secured loan from Mosaic Makro Medical Partners LLC ("Mosaic") to Intrinsic4D LLC (the "Operating Subsidiary"), the wholly owned operating subsidiary of the Corporation, (ii) the March 1, 2017 interest amounts ($21,026) owed under the 10.5% convertible debentures issued on June 1, 2016 (the "Third Tranche Debentures"), and (iii) the March 17, 2017 interest amounts ($23,966) owed under the 10.5% convertible debentures issued on March 17, 2016 (the "First Tranche Debentures").

As at February 28, 2017, the Corporation (on a consolidated basis) had a working capital deficiency of approximately US$762,377 and a shareholders' equity deficiency of approximately US$1,765,457.

In the February News Release, the Corporation announced that it had already defaulted under its 10.5% convertible debentures issued on May 17 2016 (the "Second Tranche Debentures").

The Corporation anticipates that unless it is able raise additional capital almost immediately, it will be unable to cure the defaults under the First Tranche Debentures, Second Tranche Debentures and Third Tranche Debentures (collectively, the "Debentures") within the thirty business days permitted under the terms of the Debentures before triggering an event of default under the Debentures, after which the terms of the Debentures provide the debenture holders with certain rights and remedies.

The Corporation also announces that Mosaic is seeking to sell, under Article 9 of the Uniform Commercial Code, substantially all of the assets of the Operating Subsidiary to the highest qualified bidder at a public sale. Mosaic has provided notice to the Operating Subsidiary that it intends to credit bid at the public sale. After discussions between the Corporation and Mosaic, Mosaic agreed to postpone the public sale to Monday, April 3, 2017 at 10:00 am EDT. The public sale will take place at the offices of Dickinson Wright, PLLC, 500 Woodward Avenue, Suite 4000, Detroit, Michigan 48226.

While the Corporation continues to consider its alternatives, there can be no assurance that a viable transaction will result or be successfully concluded in a timely manner, or at all, to resolve its cash liquidity problems. Additional information will be released by the Corporation as it occurs.

Forward-Looking Statements

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to the Corporation, statements regarding the ability of the Corporation to secure immediate capital in the near term to remain a going concern; the Corporation's plans, intentions, beliefs and current expectations with respect to the ability of the Corporation to meet its obligations under the Debentures and Loan and otherwise meet its outstanding financial and other obligations; management's plans, intentions, beliefs and current expectations regarding Corporation's future business operations; and management's plans and expectations regarding further activities and the results of those activities, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Corporation's current views and intentions with respect to future events, and current information available to the Corporation, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Corporation failing to raise capital or otherwise complete a transaction to avoid insolvency. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize.
These factors include the Corporation's ability to make interest and maturity payments and on its existing debt; its ability to negotiate and enter into any agreement or transaction seeking to maximize shareholder value; the likelihood that the lenders will demand immediate payment of debt and seek to foreclose on the Corporation's assets as a consequence of its existing default in the payment of principal and interest; Mosaic acquiring all of the assets of the Operating Subsidiary pursuant to an auction, as well as those risk factors discussed or referred to in the Corporation's Management's Discussion & Analysis dated November 22, 2016, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Corporation in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, the Corporation does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Inspira undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law. All figures are in Canadian dollars.

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 and will not be registered under the United States Securities Act of 1933, as amended, or any applicable state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the Corporation and management, as well as financial statements.

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