THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT
AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES.
UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company") has today entered into
an agreement lead by Clarus Securities Inc. and including Cormark Securities
Inc. and Canaccord Genuity Corp. (the "Underwriters") under which the
Underwriters have agreed to purchase, on a bought deal basis, 4,545,500 common
shares (the "Common Shares") from UrtheCast at a price of C$2.20 per Common
Share for aggregate gross proceeds of C$10,000,100. The Company has also granted
to the Underwriters an over-allotment option to purchase an additional 681,825
Common Shares at the offering price for a period ending 30 following the closing
of the offering. In the event the over-allotment option is exercised in full,
the aggregate gross proceeds of the offering will be C$11,500,115.
The Common Shares will be offered in the provinces of Ontario, Alberta and
British Columbia by short form prospectus, and in such other jurisdictions,
including the United States and in those jurisdictions outside of Canada which
are agreed to by the Company and the Underwriters, where the Common Shares can
be issued on a private placement basis, exempt from any prospectus, registration
or other similar requirements.
The offering is expected to close on or about December 19, 2013, subject to
customary conditions and all regulatory approvals including the approval of the
Toronto Stock Exchange.
The Company intends to add the net proceeds from the offering to the Company's
working capital and subsequently apply the net proceeds for commissioning and
commercialization of the Company's cameras in furtherance of the Company's
business plan and for general corporate purposes.
The securities being offered have not, nor will they be registered under the
United States Securities Act of 1933, as amended, and may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons
absent U.S. registration or an applicable exemption from the U.S. registration
requirements. This release does not constitute an offer for sale of securities
in the United States.
About UrtheCast Corp.
UrtheCast Corp. is a Vancouver-based technology company that is developing the
world's first near-live high-definition video feed of Earth, from space. Working
with renowned aerospace partners from across the globe, UrtheCast is building,
launching, installing, and will operate two cameras on the Russian segment of
the ISS. Video and still image data captured by the cameras will be downlinked
to ground stations across the planet and displayed on the UrtheCast web
platform, or distributed directly to exclusive partners and customers.
UrtheCast's cameras will provide high-resolution video and imagery of Earth that
will allow for monitoring of the environment, humanitarian relief, social
events, agricultural land, etc. UrtheCast has completed the assembly of two
cameras that were launched into space on November 25 2013. Common shares of
UrtheCast trade on the Toronto Stock Exchange as ticker 'UR'.
For more information visit our website at www.urthecast.com.
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 "anticipate", "believe", "plan",
"estimate", "expect", and "intend", statements that an action or event "may",
"might", "could", "should", or "will" be taken or occur, or other similar
expressions and includes, but is not limited to, statements about the timing of
the closing of the Offering, the jurisdictions in which the Common Shares will
be offered and the intended use of proceeds of the Offering, as well as
statements about the timing and success of the mounting and commissioning of our
cameras on the ISS; plans to operate camera components on, and stream video
footage from, the ISS; proposed image and video product offerings and expected
partners and customers to distribute such products. Forward-looking statements
and information are based on a number of assumptions which may prove to be
incorrect, including assumptions with respect to the satisfaction and timing of
receipt of required regulatory approvals and other conditions to closing the
Offering. Forward-looking statements and information are subject to various
known and unknown risks and uncertainties, many of which are beyond the ability
of UrtheCast to control or predict, and which may cause the UrtheCast's actual
results, performance or achievements to be materially different from those
expressed or implied thereby, including, but not limited to, damage to the
cameras during launch or once mounted on the ISS, unexpected changes in Russian
or Canadian government policies, technology changes, reliance on key personnel,
the potential for conflicts of interest among certain officers, directors or
promoters with certain other projects, competition, risks related to the
business activities of Longford Energy Inc. prior to the Transaction, as well as
those factors discussed in the Company's annual information form dated November
14, 2013, (the "AIF") which is available under UrtheCast's SEDAR profile at
www.sedar.com. Forward-looking information is developed based on assumptions
about such risks, uncertainties and other factors set out herein, in the AIF,
and as otherwise disclosed from time to time on UrtheCast's SEDAR profile.
Forward-looking statements are made based on management's beliefs, estimates and
opinions on the date that statements are made and UrtheCast undertakes no
obligation to update forward-looking statements if these beliefs, estimates and
opinions or other circumstances should change, except as may be required by
applicable Canadian securities laws. Readers are cautioned against attributing
undue certainty to forward-looking statements.
FOR FURTHER INFORMATION PLEASE CONTACT:
+1 (604) 669-1788