Intrinsic4D Announces Shares for Debt Transactions and Convertible Loan Agreement

TORONTO, ONTARIO–(Marketwired – Jan. 16, 2018) – Intrinsic4D Inc. (the “Company“) (NEX:IFD.H) announces that it has entered into shares for debt agreements with 65 arm’s length creditors, pursuant to which the Company will issue an aggregate of 67,228,184 common shares at a deemed price of {$content}.05 per share in satisfaction of indebtedness currently owed pursuant to convertible debentures issued by the Company on March 17, 2016, May 17, 2016 and June 1, 2016 for aggregate principal amount of ,133,000. The common shares issued in satisfaction of the indebtedness will be subject to a four month and one day hold period from the date of issuance.

The Company has also entered into two convertible loan agreements with two arm’s length lenders (collectively, the “Lenders“), pursuant to which the Lenders will each lend to the Company ,000 (the “Loan“) in two tranches. The principal amount of the loan and all accrued and unpaid interest, in whole or in part, is convertible into common shares of the Company at the option of Lenders, at a price per common share of {$content}.05, until the Loans mature on January 14, 2019, and will bear interest at a rate of 8% per annum, compounded quarterly. Any common shares issued pursuant to the convertible loan agreement will be subject to a four month and one day hold period from January 14, 2018.

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 Company, including the closing of the transactions contemplated herein, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect the Company’s current views and intentions with respect to future events, and current information available to the Company, and are subject to certain risks, uncertainties and assumptions. Material factors or assumptions were applied in providing forward-looking information, including the Company receiving final approval of the transactions from the NEX trading board of the TSX Venture Exchange and applicable registration exemptions for issuances of shares to debenture holders who are US residents. 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 Company’s inability to obtain evidence of an applicable registration exemptions for issuances of shares to debenture holders who are US residents and the Lenders failing to lend the funds required under the Loan, as well as those risk factors discussed or referred to in the Company’s Management’s Discussion & Analysis dated November 24, 2017, filed with the securities regulatory authorities in certain provinces of Canada and available at www.sedar.com. Should any factor affect the Company 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 Company 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 Company and management, as well as financial statements.