RE: RE: RE: RE: RE: Significant News! Its a reverse merger with a 1:13 reverse split and half warrant (full at .90) with some company called Active Witness (?). Details from the MD&A:
In May 2012 the Company announced that it has entered into a Letter of Intent (the “LOI”) to
acquire Active Witness Technologies Corporation (“Active Witness”), a privately held
Vancouver-based technology/software company incorporated under the Business Corporations
Act (British Columbia) that designs, develops, manufactures and enables cloud-based
intelligent solutions for premise and people monitoring (the “Proposed Transaction”). The
Proposed Transaction is expected to be effected by way of a Plan of Arrangement and will
constitute a Reverse Takeover as defined in Policy 5.2 of the TSX Venture Exchange Inc.
("TSXV").
The terms of the LOI require ISee3D to complete a consolidation of its issued and outstanding
common shares (“ISee3D Shares”) on the basis of thirteen (13) old ISee3D Shares for one (1)
new ISee3D Share (the “Consolidation”). All outstanding options and warrants of ISee3D will be
appropriately adjusted to reflect the Consolidation.
In consideration for the Proposed Transaction, and on the closing thereof (the “Closing”),
ISee3D will issue to the Active Witness shareholders a total of 30,000,000 ISee3D Shares on a
post-consolidated basis at a deemed price of
.39 per ISee3D Share, all of which may be
subject to escrow conditions and/or resale restrictions required by applicable securities laws
and TSXV requirements.
ISee3D shareholders will receive one half of one common share purchase warrant for each
issued and outstanding ISee3D Share held immediately prior to the Closing. Each whole
warrant will entitle the holder to acquire one ISee3D Share at a price of
.90 for a period of 24
months from the Closing.
In connection with the Proposed Transaction, the Company has entered into an engagement
agreement with Union Securities Ltd. (the “Agent”) to act as agent on a best efforts basis, in
connection with the offering of sale by way of a brokered private placement of up to 14,102,564
units of ISee3D (the “Units”) at a price of
.39 per Unit for gross proceeds of up to $5,500,000
(the “Offering”). Each Unit consists of one ISee3D Share and one half of one common share
purchase warrant (a “Warrant”). Each Warrant will entitle the holder thereof to purchase one
ISee3D Share at a price of
.90 for 24 months from closing (subject to acceleration in certain
circumstances). The Agent has been granted an option, exercisable no later than 5 days from
the closing of the Offering, to arrange for the sale of up to an additional 2,115,385 Units (the
“Additional Units”) at the Offering Price for gross proceeds of up to $850,000 to cover overallotments.
The Agent will receive a cash commission equal to 8% of the gross proceeds of the Units and
Additional Units sold in the Offering and will be issued agent’s compensation option (“Agent’s
Options”) equal to 8% of the Units and Additional Units sold in the Offering. Each Agent’s
Option entitles the holder to purchase one ISee3D Share at a price of
.90 for 24 months from
closing of the Offering. In addition, The Company will pay the Agent $25,000 (plus HST) as a
corporate finance fee and has agreed to pay the Agent’s reasonable expenses.
The Company intends to use the proceeds of the Offering to fund the costs of the Proposed
Transaction and to fund the general working capital expenses of the resulting issuer. ISee3D
also anticipates issuing shares to certain arm’s length third parties as finder’s fees payable in
connection with the Proposed Transaction in accordance with TSXV policies and applicable
securities laws.