Urbanimmersive Inc. (TSXV:UI) entered into a purchase agreement to acquire Breakaway Holdings, LLC from CoreLogic Solutions, LLC for CAD 9 million on October 11, 2022. 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 CAD 1,654,188 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. HomeVisit reported revenue of CAD 9.8 million for the period ended December 31, 2021.

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.