/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER, June 27, 2019 /CNW/ - UrtheCast Corp. (TSX:UR)
("UrtheCast" or the "Company"), a leading provider of
information-rich products and services in the geospatial and
geo-analytics markets, is pleased to provide an update on the
results of its annual general and special meeting of shareholders
and the closing of a US$1.5 million
term loan.
Annual General and Special Meeting of Shareholders
UrtheCast today reported that all resolutions put forward at the
Company's annual general and special meeting of shareholders (the
"Meeting") held on June 26,
2019 were passed with strong support from shareholders.
Based on proxies received in advance and voted in person at the
Meeting, 35,122,294 common shares of the Company, representing
26.18% of the Company's issued and outstanding common shares as at
the record date were voted.
All management nominees listed in the Company's Management
Information Circular dated May 24,
2019 (the "Circular") were elected as directors of
the Company until the next annual meeting of shareholders. The
results are set out below.
Director
Nominee
|
Votes
For
|
Votes
withheld
|
Percentage
For
|
Percentage
withheld
|
William M.
Evans
|
27,009,373
|
4,471,108
|
85.8%
|
14.2%
|
James
Topham
|
27,010,376
|
4,470,105
|
85.8%
|
14.2%
|
Mark J.
Piegza
|
27,222,704
|
4,257,777
|
86.5%
|
13.5%
|
Don
Osborne
|
27,240,704
|
4,239,777
|
86.5%
|
13.5%
|
Pirmin
Lüönd
|
27,140,533
|
4,339,948
|
86.2%
|
13.8%
|
At the Meeting, shareholders also passed resolutions to fix the
number of directors at five, appoint PricewaterhouseCoopers LLP as
auditor, approve the Company's Second Amended and Restated Equity
Incentive Plan, re-confirm the Company's Shareholder Rights Plan
for a further three years, authorize the Company to make a
consolidation of its common shares on a future date and ratio to be
determined, and authorize the Company to modify its authorized
share capital by creating a new class of preferred shares with
certain rights and restrictions to be determined by the Board at a
future date. Each of these resolutions and the scope of discretion
granted to the Board is described in more detail in the Circular, a
copy of which is available on the Company's SEDAR profile at
www.sedar.com.
Item
|
Votes
For
|
Votes
against/
withheld
|
Percentage
For
|
Percentage
against/
withheld
|
Fixing the Number of
Directors
at Five
|
27,312,676
|
4,167,805
|
86.8%
|
13.2%
|
Appointment of
Auditors
|
30,915,319
|
4,203,744
|
88%
|
12%
|
Approval of Second
Amended
and Restated Equity
Incentive
Plan
|
26,273,769
|
5,206,712
|
83.5%
|
16.5%
|
Re-confirmation of
Shareholder
Rights
Plan
|
26,847,820
|
4,632,661
|
85.3%
|
14.7%
|
Share
Consolidation
Authorization
|
30,648,124
|
4,474,168
|
87.3%
|
12.7%
|
Amendment to
Company's
Articles to Create a
Class of
Preferred
Shares
|
25,599,546
|
5,880,935
|
81.3%
|
18.7%
|
Final voting results on all matters voted on at the Meeting will
be filed on the Company's SEDAR profile.
US$1.5 Million Term
Loan
UrtheCast has entered into a US$1.5
million term loan (the "New Term Loan") with Bolzano
Investments Limited ("Bolzano") through 1185781 B.C. Ltd. (the "Borrower"), a
wholly-owned subsidiary of the Company. The New Term Loan (i)
accrues interest at a rate of 17% per annum; (ii) has a maturity
date of January 15, 2020; and (iii)
is secured by all of the assets owned by the Borrower and any net
proceeds from the proposed sale of the Company's Deimos assets, if
and when such sale is completed. The proceeds of the Term Loan will
be used for general corporate purposes.
In satisfaction of conditions required by the lender, the
Borrower agreed to pay Bolzano a finance fee in the amount of
US$45,000 and UrtheCast agreed to
issue to Bolzano 10,560,000 common share purchase warrants of
UrtheCast having a maturity date of June 26,
2024 and an exercise price of $0.48 per common share (subject to adjustment in
certain circumstances, including if the Company issues any common
shares or securities convertible into common shares, other than
pursuant to its equity incentive plan, at a lower price, in which
case the exercise price shall be reduced to such lower price),
subject to approval from the TSX.
Bolzano is also a lender to the Company in connection with the
US$12 million one-year term loan
previously announced by the Company on January 14, 2019 (the "January Term Loan"). In
connection with the New Term Loan, the terms of the January Term
Loan have been amended to (i) increase the interest rate from 14%
per annum to 17% per annum and (ii) include any net proceeds from
the proposed sale of the Company's Deimos assets, if and when such
sale is completed, as security.
About UrtheCast
UrtheCast Corp. is a Vancouver-based company that serves the
rapidly growing and evolving geospatial and geo-analytics markets
with a wide range of information-rich products and
services.
For more information, visit UrtheCast's website at
www.urthecast.com.
Forward Looking Information
This release
contains certain information which, as presented, constitutes
"forward-looking information" within the meaning of applicable
Canadian securities laws. Forward-looking information involves
statements that relate to future events and often addresses
expected future business and financial performance, containing
words such as "plan" and "propose", statements that an action or
event "may" or "will" be taken or occur, or other similar
expressions and includes, but is not limited to, statements
relating to: UrtheCast's expectations with respect to its ability
to raise capital and to continue as a going concern; expectations
regarding UrtheCast's ability to meet its obligations and satisfy
its liabilities under its existing
indebtedness and the New Term Loan; and
expectations regarding a proposed sale or other monetization of all
or substantially all of Deimos Imaging and its related business and
assets. Such statements reflect UrtheCast's current views with
respect to future events, and are necessarily based upon a number
of estimates and assumptions that, while considered reasonable by
UrtheCast as at the date of this press release, are inherently
subject to significant uncertainties and contingencies. Many
factors could cause UrtheCast's actual results or performance to be
materially different from expectations that may be expressed or
implied by such forward-looking statements, including, among
others: the Company's ability to rectify its current cash
constraints and to continue as a going concern; the Company's
ability to enter into alternative financing for the UrtheDaily
satellite constellation, and any delays or failures in the design,
development, construction, launch and operational commissioning of
the such constellation; the Company's ability to comply with debt
and repayment obligations and avoid the exercise of lenders'
rights, including with respect to seizing secured assets and other
rights available to lenders, including Bolzano; lower than expected
revenues from the Company's products and services; the Company's
ability to fund its future operations, which is contingent on its
efforts to raise additional financing and/or sell certain assets of
the Company; the Company's ability to successfully complete a sale
or other transaction involving Deimos Imaging on commercially
reasonable terms, or at all; loss, reduction in scope, termination,
failure to satisfy conditions precedent or decline in general of
the Company's agreements or relationships with its key partners,
including Land O' Lakes, Inc.; and those factors and
assumptions discussed in UrtheCast's Annual Information Form dated
March 29, 2019, which is available
under UrtheCast's SEDAR profile
at www.sedar.com. UrtheCast cautions
readers that such factors and uncertainties are not exhaustive and
that should certain risks or uncertainties materialize, or should
underlying estimates or assumptions prove incorrect, actual
results, performance or achievements may vary significantly from
those expected. UrtheCast undertakes no obligation to update
forward-looking statements except as required by Canadian
securities laws. Readers are cautioned against attributing undue
certainty to forward-looking statements.
SOURCE UrtheCast Corp.