URBANIMMERSIVE ACQUIRES HOMEVISIT FROM CORELOGIC

Rhea-AI Summary

Urbanimmersive Inc. has signed a definitive purchase agreement to acquire HomeVisit, LLC from CoreLogic Solutions, LLC for $CAD 9 million. The acquisition, representing Urbanimmersive's most significant transaction to date, will be funded by issuing common shares equating to 19.9% of the outstanding shares and a 5-year Secured Promissory Note with a 7.5% interest rate. HomeVisit generated revenues of $US 7.83 million in its last fiscal year. This strategic move aims to expand Urbanimmersive's market presence and product offerings in the US real estate sector.

Positive

• Acquisition expected to double Urbanimmersive's revenues.
• Strategic expansion into the US real estate market.
• Brings new product offerings and cross-selling opportunities.

Negative

• Issuance of shares may dilute existing shareholder value.

SAINT-HUBERT, QC, Oct. 11, 2022 /PRNewswire/ - Urbanimmersive Inc. ("Urbanimmersive", the "Company" or "UI") (TSX VENTURE) (TSXV: UI) (OTCQB: UBMRF) is pleased to announce having signed a final purchase agreement for the acquisition of all the interests of the real estate photography agency, HOMEVISIT, LLC ("HomeVisit") from CORELOGIC SOLUTIONS, LLC ("CoreLogic") for a total purchase price of $CAD 9,000,000 paid through 1) the issuance of Company's common shares equal to 19.9% of the shares outstanding on a non-diluted basis at closing, at a price per share equal to the volume weighted average closing price of the Company's common shares on the TSXV for the five trading days immediately prior to the Closing Date, less any applicable discount under the TSXV discount rule and 2) through the issuance of a 5-year Secured Promissory Note ("Note") for the balance of the purchase price, bearing interest at 7.50% per annum and capitalized to the Note. A working capital of $US 1,200,000 will have to be delivered by HomeVisit at closing. The Note (along with the capitalized interests) can be repaid in cash partly or fully at any time by Urbanimmersive prior to maturity. All shares to be issued are subject to a 4-month minimum holding period. CoreLogic will have a right to nominate up to two Board members or observers on the Board of Directors of Urbanimmersive. Closing of this transaction at arms' length is subject to the approval of the TSXV and other customary closing conditions.

HomeVisit is a leading provider of visual content marketing focused real estate solutions, including property listing photography, videography, 3D tours, drone imagery, printing services and other related services and having generated revenues of $US 7.83M (~ $CAD 9.8M) for its last unaudited fiscal year ended December 31, 2021, with assets of $US 2.0M and liabilities of $US 1.7M.

The acquisition of HomeVisit will be the most important acquisition made by Urbanimmersive since its inception in 2007.  It is also considered by UI's management to be the most strategic one as it will significantly expand the Company's presence in many regions in the US, brings new product offerings and is setting the table for significant growth and cross-selling opportunities with CoreLogic Group.

HomeVisit was acquired by Corelogic in 2019. CoreLogic is a leading global property information, analytics, and data-enabled solutions provider, headquartered in Irvine, CA (USA), operating in North America, Western Europe and Asia Pacific, covering markets such as real estate and mortgage finance, insurance, capital markets and public sectors and being the #1 provider of multiple listing technology in North America. CoreLogic serves over 1.2 million real estate professionals through data-driven insights to help clients make informed decisions (www.corelogic.com).

Like all previous Urbanimmersive acquisitions, the HomeVisit brand will remain in the forefront to customers. All day-to-day operations of HomeVisit will be integrated on Urbanimmersive's Photography Enterprise Resource Planning application in the upcoming months. Once completed, HomeVisit's customers will benefit from UI's online ordering system offering Guaranteed Hours Booking experience, easy-to-order 3D marketing packages and UiMeet3D video conferencing Prime Subscriptions.

"We are excited to welcome HomeVisit, a well established and respected brand in the industry to Urbanimmersive's portfolio of brands today. While this represents a significant acquisition that is expected to double the revenues of the Urbanimmersive Group and makes us a clear leader as a tech-powered real estate photography service business in North America, we are proud of having reached with CoreLogic a transaction which will enable us to not use our working capital in short and mid-term, giving us the necessary leeway to build value for our investors.  We are also happy and feel privileged to welcome CoreLogic as a strategic partner and shareholder of Urbanimmersive", stated Ghislain Lemire, President and CEO of Urbanimmersive.

"I am very pleased, along with our HomeVisit and CoreLogic teams, to partner with Urbanimmersive Group.  For us, Urbanimmersive has clearly demonstrated to have robust business solutions to successfully integrate HomeVisit, add value to our mutual customers buying experience while bringing state-of-the-art 3D and floor plan solutions.  We could not have found better hands to take care of our HomeVisits' customers", said Devi Mateti, Managing Director at CoreLogic.

The TSX Venture Exchange and its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts no responsibility for the adequacy or accuracy of this release.

Investor Video Conference Call

UI will be hosting a video conference to discuss this press release and answer questions at 1.30 p.m. (ET) on Tuesday, October 11, 2022. To participate to the video conference, please use the following link: https://urbanimmersive.zoom.us/j/88948863531.

About HomeVisit

HomeVisit, located in Chantilly, Virginia (USA), is a leading provider of marketing focused real estate solutions, including property listing photography, videography, 3D tours, drone imagery, printing services and other related services. For more information: https://www.homevisit.com/en-US.

About Urbanimmersive

Urbanimmersive develops and commercializes real estate photography technologies and services focused on redefining industry visual content standards.  The Company all-in-one platform enables high-volume photography businesses to increase operational productivity delivering feature-rich 3D tours and floor plans, leading-edge property websites and high-resolution AI-indexed images.  The Company operating segments include software (SaaS), 360 camera hardware and, in a growing number of North American cities, technology-powered real estate photography service business units leading the industry photo-shoots standards transformation. For more information: https://www.urbanimmersive.com.

Caution of Forward-Looking Statements

Certain statements in this news release, other than statements of historical fact, are forward-looking information that involves various risks and uncertainties. Such statements relating to, among other things, the prospects for the company to enhance operating results, are necessarily subject to risks and uncertainties, some of which are significant in scope and nature. These uncertainties may cause actual results to differ from information contained herein. There can be no assurance that such statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. These and all subsequent written and oral forward-looking statements are based on the estimates and opinions of the management on the dates they are made and expressly qualified in their entirety by this notice. The Company assumes no obligation to update forward-looking statements should circumstances or management estimates or opinions change.

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SOURCE Urbanimmersive Inc.

FAQ

What was the purchase price for HomeVisit by Urbanimmersive?

Urbanimmersive acquired HomeVisit for $CAD 9 million.

How will Urbanimmersive fund the acquisition of HomeVisit?

The acquisition will be funded through the issuance of shares and a Secured Promissory Note.

What are the expected financial impacts of the HomeVisit acquisition?

The acquisition is expected to double Urbanimmersive's revenues.

What services does HomeVisit provide?

HomeVisit offers real estate photography, videography, 3D tours, and other marketing solutions.

When was the acquisition of HomeVisit announced?

The acquisition was announced on October 11, 2022.