Whitewater Capital Corp. Sign a Definitive Agreement with Preferred Dental Implant Corp. ("PDI") to Acquire all the Issued Shares of PDI and the Underlying Proprietary Patented Custom Abutment Technology for the Dental Implant Market

2017-03-01 / @fscwire


Whitewater Capital Corp. Sign a Definitive Agreement with Preferred Dental Implant Corp. ("PDI") to Acquire all the Issued Sharesof PDI and the Underlying Proprietary Patented Custom Abutment Technology for the Dental Implant Market

Vancouver, BC (FSCwire) - Whitewater Capital Corp ("Company") (CSE: WW): Further to the Company's news release of January 23, 2017, the Company has signed a formal share exchange agreement with PDI dated February28, 2017 (the "SEA") to:

(i)acquire all of the issued shares of PDI ("PDI Shares") in exchange for the Company's common shares ("WW Shares") and

(ii)issue share purchase warrant ("WW Warrants') in exchange for the outstanding PDI warrants ("PDI Warrants")

(the "PDI Acquisition").

PDI currently has 46,095,001 shares issued ("PDI Shares") and 2,095,000 warrants outstanding ("PDI Warrants") and is currently raising capital with an offering of PDI Units at $0.15 per Unit (the "PDI Offering") as a result of which the number of PDI Shares could increase to up to 49,000,000 PDI Shares at Closing with a corresponding increase in the number of PDI Warrants.

The Corporation will issue at closing of the SEA ("Closing"), on a one to one ratio, pro rata:

(i)to the PDI Shareholders, a minimum of 46,095,001 common shares of the Corporation ("Shares") andup to an additional 2,904,999 Shares for amaximum of 49,000,000 Shares, at a deemed price of $0.10 per Share, and

(ii)to the PDI Warrant Holders, a minimum of 2,095,000 warrants of the Company ("SEA Warrant") andup to an additional 2,904,999 SEA Warrants for a maximum of 4,999,999. Each SEA Warrant is exercisable for a two year term to acquire one additional Share at a price of $0.25 per Share.

In each case the maximum number of Shares and SEA Warrants is dependent upon the number of PDI Units sold pursuant to the PDI offering and prior to closing of the SEA ("Closing").

The SEA also provides for the following:

(i)Outstanding stock options to the current directors in the aggregate amount of 500,000 options will terminate 90 days following closing of the PDI Acquisition.

(ii)All current officers and directors of the Corporation will resign at Closing and be replaced by the officers and directors of PDI who are all resident of Winnipeg, Manitoba.

George Gale

director and chairman of the board of directors

Erik Siegmund

CEO, president and director

Camille Pinette

CFO, director, corporate secretary

John Schillinger


(iii)A Finder's Fee of up to 1,000,000 Shares will be issued to Luc Lesage of Vancouver, B.C.

(iv)All Shares and Shares issued upon exercise of the Warrants to PDI shareholders and finder's fee Shares will be subject to a hold period of four months and one day from the Closing date.

(v)The Shares issued to the new insiders of the Corporation will be subject to escrow.

(vi)The Company will change its name to Preferred Dental Technologies Inc.

The Company is relying on a valuation prepared by Richard Evans of RwE Growth Partners, Inc. dated February 13, 2017, (the "Valuation Report") which values the PDI assets at $4,900,000.

Closing of the SEA is conditional upon the following matters

(i)acceptance by the CSE of the Company's CSE Form 2A Listing Statement disclosing thePDI Acquisition, defined as a Fundamental Change by the CSE;

(ii)approval of the SEA and name change by the Company's shareholdersat the Company's next annual general and special meeting scheduled for Thursday April 13, 2017; and

(iii)completion by the Company of an offering of 3,000,000 units (the "Offering") at a price of $0.15 per unit ("Unit") to raise $450,000. Each unit is composed of one Share and one share purchase warrant to acquire one additional Share at a price of $0.25 per Share for a period of one year following closing of the Offering.

Closing is scheduled for April 30, 2017 subject to any delay arising from regulatory requirements. Upon closing of the SEA the Company will terminate its option to acquire the Harmony Property. Refer to the news releases date December 5, 2016.

Discussion of the PDI Technology:

The proprietary EAS line of custom abutment accessories efficiently and economically solves orthodontic alignment 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. A brief discussion of the PDI Technology is included in Schedule A attached to and forming part of this News Release.

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 including Schedule A attached hereto, 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 orobligationto updateorreviseanyforward-lookinginformation,whetheras aresultofnew information,futureevents 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 The Canadian Securities Exchange accepts responsibility for the adequacy or accuracy of this release.

Description of Preferred Dental Implant Corp.

Proprietary Dental Abutment Components

Introduction to Dental Implants

Implants are devices that replace the roots of missing teeth and are used to support crowns, bridges, or dentures. Implants are placed in the jawbone surgically. Most of the time, implants feel more natural and secure than other methods of replacing missing teeth, such as dentures.Below is representative picture of three main components of a dental implant, from the top down crown (or tooth) abutment (provides connection between artificial root and tooth) and fixture (implant body or artificial root). The screw holds the entire restoration together.

To view the graphic in its original size, please click here

Problems with Dental Implants

Dental implants are being used as the standard of treatment for edentulous patients (missing teeth).However, several important difficulties still result in complications that have largely not been resolved by products that are currently available.Clinical studies continue to show that the most important unresolved problems that can negatively affect the success of restorations are:

1.Angulation and Parallelism - Ideally each abutment is parallel to the other abutments used in a multi-abutment restoration. Parallelism is necessary to allow the restoration to fit passively and comfortably.Often implant bodies are placed at different angles relative to each other, so each abutment must then compensate differently to achieve ideal angulation and parallelism.Currently either ideal bone placement or ideal angulation and parallelism is often sacrificed.

2.Fixation Screw Loosening & Fracture - Chewing results in tremendous forces which can cause loosening of the screws an lead to screw breakage and case failure.

3.Hygiene/Lack of Retrievability - Once implant bodies were being placed with a reasonable rate of success, a number of dentists took to cementing in components as it seemed preferable to screw loosening and breakage.As cement's role in peri-implant disease (conditions which lead to inflammation and bone decay) has become better understood, many dentists are pushing away from cemented components even though a solution to screw loosening is still not available with current offerings of competitor products.

These conditions remain the ones that dental technicians and dentists face every day, making many cases difficult to effectively solve.Until now, there has not been a system which has allowed an easy solution to all of these challenges.

EAS Product Advantages

The EAS is a unique patented implant mounting system that reduces the time and difficulty associated with implant restoration. Specifically, the system allows:

  • Full 360 degree placement of abutments for perfect passive fit.

  • Simple retrieval and maintenance for increased hygiene.

  • Greater flexibility in design of the restoration.

  • Ease of use and simplicity of design reduces learning curve in a rapidly growing field.

  • The EAS product line's simplicity is grounded in its innovative 4-piece design.Some competitive systems offer some of these advantages to a limited degree.None offer all these advantages as illustrated in the diagram below.

To view the graphic in its original size, please click here

Benefits of using the EAS

Benefits to Dentists

  • Focus on placing implant where bone is most dense regardless of angulation

  • Prevents fixation screw loosening

  • Allows for use of lateral screws instead of cement

  • Can be easily retrievable down to bone level for hygiene and maintenance

  • Improved productivity, by saving time and bone

Benefits to Dental Laboratories

  • Improved productivity, faster more accurate case design

  • Ability to construct custom abutments in-house for even their most challenging cases

  • Flexibility in case design

  • Prevents fixation screws from loosening

  • Inventory control.No need to stock multiple fixed-angle abutments. Only need one EAS that covers all angles

Benefits to Patients

  • Superior aesthetics

  • Superior hygiene

  • Easier maintenance

  • Economical repairs if required

  • Dental implants represent the more aesthetic option in tooth restoration, as they are natural looking.

  • Unlike traditional treatments, dental implants present the advantage of lasting for life, and therefore represent a cost-effective option on a long-term basis.

  • Convenience - When speaking there are no adhesives or risk of dentures slipping, clicking, or falling out

  • Nutrition - Able to chew better with dental implants. Chewing can be difficult with regular dentures, especially ones that don't fit perfectly. A regular upper denture also covers the palate, which can reduce a person's sense of taste

  • Self-esteem and Confidence - Because dental implants are so much like your natural teeth, the person's self-esteem and confidence will be improved because they do not have to worry about denture problems or people noticing that they have missing teeth.


The market for dental implants and services continues to be one of the strongest within the medical technology field. Its continued high-levels of growth are, in part, driven by an aging population.

Analysts in companies such as Straumann break the emerging landscape of the dental implant market into 3 categories:

  • Premium - Standard 'Big 5' companies. High cost, high education, and continuing R&D define this market.

  • Value - Strong companies with excellent customer service. Cheaper than Premium.Usually with limited or no R&D.

  • Discount - Competing solely on price point. Limited customer service. No R&D

Although market growth continues in the Premium markets, growth for the 'Big 5' companies has slowed.The largest growth sector has been found in the Value and Discount markets

Dental product providers have successfully entered the implant market by providing high quality, reasonably priced components. Their growth has been even stronger in developing markets and with the current recession also in markets previously held by the major Premium competitors.

Most of the Discount and Value companies lack any innovative product, focusing instead on providing cheap clones of existing technology. This gives them a strong price advantage against the Big 5 or Major Companies, but leaves them playing 'catch up' as new technologies develop.

PDIC will implement a strategy called Value +

PDIC combines high precision, technologically advanced components with Value prices and a strong commitment to continuing education, customer service, and R&D. Our 'Value +' offering to customers will allow PDIC to stand out as a lean and innovative competitor, taking the initiative in development and causing market disruption with the developing EAS line.

Part of the Value + proposition is the use of noble metals.

In general, there are 3 basic categories of dental alloys that can be used. They are: high noble, noble or semiprecious, and nonprecious High noble metals are the most expensive product to use in dental abutments as they contain a minimum of 40% gold. Noble metals contain a minimum of 25% precious metal. Alternate cheaper materials are titanium, chrome, cobalt and beryllium. Noble metals offer superior corrosion resistance, are easily cast and polished making them a preferred metal as they are easily malleable for adjustments and provide a superior bond in porcelain-fused to metal restorations.

This simple four-step EAS system addresses the major challenges of implant dentistry. The Transmucosal Collar of the system can be manufactured in multiple configurations allowing its use with various implant bodies, further increasing universality and allowing repairs and restorations on cases built on different brands of implant body.

The advantages of increased productivity and ease of use for dental laboratories creates a significant opportunity for the EAS system. Previously, many advancements in the technology of dental implants have focused solely on improvements to the experience of the dentist or oral surgeon. By incorporating design elements for all aspects of the implant design process, the EAS system can be effectively marketed to the dental technician, not just the dentist. As the number of available technologies widens, more and more dentists are relying on lab technicians to make decisions regarding what product to use in implant case design. The lab technicians will see tangible benefits including higher productivity, reduced turnaround time, accuracy and more.In addition, for those considering offering implant work for the first time to their dentist customers, our low learning curve will be very attractive.These are important advantages that are unique to our system.

The Dental Implant Market

While dental implant presence varies from one country to another, its global penetration is still relatively low but increasing annually. This is due to a number of reasons, the most important being the absence of reimbursement in almost every country and the cost of the procedure. However, this trend has begun to change, and an increasing number of U.S. insurance companies are covering the procedure.Market growth in the next five to ten years will be driven primarily by the following factors:

Trauma market is increasingly using dental implant procedures

  • An aging population

  • The development of products reducing the number of surgeries required and therefore reducing the total costs of having dental implants

  • The development of products for patients with too little bone

  • The high rate of dentalvisits by the general population (69% in North America)

PTI will assign to PDIC, all the rights and titles in the followingapplications, pending and provisional patents:

1.11 2014 009960, (2) 2,853,327, (3) 128431138.4, (4) 14/353,794 and (5) PCT/CA2014/050928 respectively covering the following countries; Brazil, Canada, Europe, United States and International territories.

Pricing and Market

With prices on implants now escalated due to high marketing budgets, there is a movement towards companies offering better priced options. Innovation among leading firms has been stagnant leaving customers increasingly looking for price advantages. Numerous smaller players have had great success responding to this without necessarily offering any innovations. Our proprietary EAS product line is competitively priced to the discount lines that are currently available via a number of online distributors. The initial market is the United States.

PDIC provides a high noble product at a fractionally higher cost than competitors using cheaper non noble or titanium abutments making the EAS an attractive alternative by providing a higher value proposition with a minimum premium price.While this approach provides an excellent advantage in marketing the EAS, PDIC is developing a non noble product which will be priced at a competitive advantage to other manufacturers.Our objective is to test the various dental alloys currently used in the marketplace such as Nickel Chrome and Chromium Cobalt, in order to offer similar non noble solutions with companies offering titanium alloy and other non-noble metals.

Manufacturing and Distribution

The EAS product line is manufactured in the United States of America ("US") in ISO 13485 facilities. There are two different US manufacturers familiar with manufacturing the EAS product, each capable of producing the entire product line. This assists in maintaining competitive pricing on products and securing supply arrangement in the event one manufacturer encounters a catastrophic event that would interrupt production.Manufacturers will supply EAS components in bulk lots to packaging and fulfillment center where they are packaged and catalogued according to FDA and ISO standards, with lot and batch numbers for security, warranty and recall purposes. Products will be distributed through this contract fulfillment centre operating under ISO certification.All product orders are fulfilled online via our website.All products require a prescription supplied by the dentist at time of order.Invoices are generated with tracking information at the time of the order when shipped in order to comply with FDA and ISO.


PDI is completing development and engineering drawings to make the EAS compatible with 85% of the available implant bodies. Currently there are three prototypes designed to fit the Zimmer 2.5 internal hex platform, as well as Straumann bone level and tissue level dental implants. With these three platforms complete, PDIC will continue to develop prototypes for 3i, AstraDentsply and Implant One.Upon completion, the product line would be compatible with 85% of the product offerings in use today.

To view this press release as a PDF file, click onto the following link:

Source: Whitewater Capital Corp. (CSE:WW)

To follow Whitewater Capital Corp. on your favorite social media platform or financial websites, please click on the icons below.

Maximum News Dissemination by FSCwire. http://www.fscwire.com

Copyright (C) 2017 Filing Services Canada Inc.

Share to Youtube Share to Facebook Facebook Share to Linkedin Share to Twitter Twitter Share to Tiktok