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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.
William M. Evans
Mark J. Piegza
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.
Fixing the Number of Directors
Appointment of Auditors
Approval of Second Amended
and Restated Equity Incentive
Re-confirmation of Shareholder
Amendment to Company's
Articles to Create a Class of
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.
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.