Vancouver, BC  / January 23 2017 / TheNewswire - Whitewater Capital Corp (“Company”)(CSE: WW) announces it has signed a letter of intent dated January 19, 2017 (the “LOI”) regarding a share exchange agreement (“SEA”) with Preferred Dental Implant Corp. (“PDI”) resulting in a “fundamental change” as defined by the Canadian Securities Exchange (“CSE”) and possibly a change of control to be confirmed upon review of the PDI shareholder list.

 

At closing PDI will have acquired from Permatooth Inc. (“PTI”), PTI’s proprietary and patented dental technology.  The proprietary technology, known as EAS, is used for creating custom abutments for dental implants. EAS refers to alignment technology for orthodontic treatment resulting in better dental function and good facial aesthetics.

 

All of the shares of PDI will be exchanged, on a 1:1 ratio for 46,095,000 shares of the Company (the “Shares”) in a Share Exchange Agreement ("SEA").  Additionally, there are 2,095,000 share purchase warrants exercisable over two years at a price of $.25 per Share.

 

Principal Terms of the LOI

 

1. The Company is relying on a valuation prepared by Richard Evans of RwE Growth Partners, Inc. (the “Valuation Report”).

 

2. The consideration for PDI may be adjusted upward as a result of further capital investment in PDI prior to closing provided the capital investment is on the same terms and conditions as WW financing.

 

3. The Company’s officers and directors will be replaced at closing with PDI nominees.

 

4. The Company will change its name to PDI or other name designated by PDI.

 

5. A Finder’s Fee of up to 1,000,000 Shares will be issued to Luc Lesage, subject to escrow.

 

6. Insider’s shares will be subject to the usual escrow release provisions required for a new listing on the CSE.

 

7. All Shares issued at Closing will be subject to a hold period of four months and one day from the date of issue.

 

8. Conditions Precedent:

(i) a financing of 3,000,000 units at a price of $0.15 with a one year warrant exercisable at $0.25 per Share to raise $450,000 (the “Financing”).

(ii) Company and PDI shareholder approval and CSE acceptance to be obtained.

(iii) PDI delivery of its audited financial statements for the year ended July 31, 2016 (“Audited Statements”) and management quarterly statement to October 31, 2016.

(iiii) PDI will close its agreement with Permatooth Inc., dated August 1, 2015 for a one year term and extended to July 31, 2017, to acquire Permatooth Inc.’s technology prior to or concurrent to closing with WW.

 

9. Definitive agreement to be signed within 10 days of receipt of the Audited Statements.

 

10. Closing within 90 days of receipt of the Audited Statements and subject to regulatory approval.

  

Discussion of the PDI Technology:

 

While the dental implant market has grown substantially in size and significant improvements to material and equipment are used today compared to 30 years ago, the basic difficulties in creating a perfect restoration remain unchanged. The dental patient wants a pain-free, perfect white smile.

Perpetual industry problems experienced cannot be corrected due to inherent design flaws in the current screw through abutment system that exists in today’s market.  The issues that plague complicated restorations are:

Angulation;

Parrallelism;

Fixation Screw Loosening; and

Ease of Retrieval and Removal for Hygiene and Maintenance.

The proprietary EAS line of custom abutment accessories efficiently and economically solves these problems.  The EAS was invented and designed by Ernst A Siegmund, a European trained dental lab technician who wanted to simplify the most difficult and complicated restoration cases.  More information can be found at www.preferreddentalimplant.com

 

Summary of Principal Requirements to Closing

Closing is subject to execution of a definitive agreement between the Company and PDI, receipt of approval of the shareholders of the Company at an annual and special shareholders meeting to be scheduled, CSE acceptance and closing the financing.

On behalf of Whitewater Capital Corp.

 

“Gary F. Zak“

​

Gary F. Zak​

​Chief Executive Officer

Email: gzak1@shaw.ca

Tel: 604-802-7551

  

This news release may contain forward-looking information which is not comprised of historical facts.  Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information.  Forward-looking information in this news release may include, but is not limited to, the Company's objectives, goals or future plans.  Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation  to update  or  revise  any  forward-looking  information,  whether  as a  result  of  new information,  future  events or otherwise, other than as required by law. Neither The Canadian Securities Exchange nor its Regulations Services Provider (as that term is defined in the policies of The Canadian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.