VANCOUVER, Nov. 7, 2018
/CNW/ - UrtheCast Corp. (TSX: UR) ("UrtheCast") announced that it
has entered into a definitive purchase agreement (the "Purchase
Agreement") with Land O'Lakes Inc. ("Land O'Lakes") for
the acquisition of its wholly owned subsidiary, Geosys Technology
Holding LLC ("Geosys"), and certain of its intellectual
property (the "Geosys IP") related to software for
accessing, processing, cataloguing and retrieving of
images, on substantially the same terms and conditions set
forth in the binding letter of intent announced on August 14, 2018. UrtheCast also confirmed
that, upon first closing, the Company would enter into a new
13-year agreement to provide Land O'Lakes with certain services
currently provided by Geosys to Land O'Lakes with total annual fees
payable to UrtheCast in excess of US$10
million per year, and an increased rate at such time as the
UrtheDaily Constellation is operational.
Under the Purchase Agreement, UrtheCast will pay US$5
million to Land O'Lakes for 100% of the ownership of
Geosys on the first closing of the transaction, US$5 million within nine months of the first
closing and US$10 million for the
acquisition of the Geosys IP on the second closing of the
transaction. The first closing is expected to occur in 2018
and the second closing is expected to occur within 27 months
of the first closing. Land O'Lakes has also agreed to provide
to UrtheCast certain services and a license to the Geosys IP from
the first closing until the second closing under an interim
services agreement.
Donald Osborne, CEO of UrtheCast,
commented, "The geoanalytic capabilities of Geosys will
significantly expand our reach throughout the growing agribusiness
industry, and coupled with our long term partnership with Land
O'Lakes, will position us to generate improved near-term earnings
as we continue to advance the UrtheDaily Constellation."
UrtheCast intends to fund the acquisition of Geosys with a
combination of available funds and debt for which it has obtained
binding commitments. The first and second closings are
subject to customary closing conditions and the transfer of certain
intellectual property as part of a pre-closing internal
reorganization. No regulatory or third party consents are expected
to be required. The Purchase Agreement supersedes the binding
letter of intent dated August 14,
2018 in its entirety.
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. The
Company currently owns and operates two Earth Observation (EO)
satellites, Deimos-1 and Deimos-2. Together with its exclusive
partnerships, spanning an additional 20 satellites, UrtheCast
processes and distributes imagery data and value-added products on
a global scale to partners and customers in multiple markets.
UrtheCast is also launching UrtheDaily™, a satellite constellation
that will be the most advanced change detection system in the
world, designed to capture daily, scientific grade, high-quality,
medium resolution optical imagery of the Earth's entire landmass
(excluding Antarctica). UrtheCast
is also developing OptiSAR™, a constellation of SAR satellites
which, together with UrtheDaily™, will form the world's first
fully-integrated optical and SAR constellation. Common shares of
UrtheCast trade on the Toronto Stock Exchange as ticker "UR".
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" or "forward-oriented
financial 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", "plan", "explore" and "expect", statements that an
action or event "may", "should" or "will" be taken or occur, or
other similar expressions and includes, but is not limited to,
statements relating to: UrtheCast's expected completion of the
transaction on the terms set out in this press release, the
Purchase Agreement or at all; UrtheCast's expectations with respect
to its ability to pay the aggregate purchase price; and UrtheCast's
expectations with respect to the revenue to be generated by the
service agreement. Such statements reflect UrtheCast's current
views with respect to future events. Such statements 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, performance or achievements to be materially different
from any future results, performance or achievements that may be
expressed or implied by such forward-looking statements, including,
among others: UrtheCast's inability to enter into definitive
ancillary documentation, including the service agreement, or
satisfy any of the other conditions to the completion of the
transaction; UrtheCast's inability to complete the first or second
closing; UrtheCast's inability to fund the purchase price;
UrtheCast's inability to generate the expected revenue from the
service agreement; UrtheCast's inability to raise proceeds from a
subordinated debt or equity offering, achieve the required leverage
and contracted revenue ratios or otherwise satisfy the first
drawdown conditions or the final drawdown conditions under the
credit agreement described in its May 23,
2018 press release in a timely manner or at all; as well as
those factors and assumptions discussed in UrtheCast's annual
information form dated April 2, 2018,
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. There can
be no assurance that the actual strategies, results, performance,
events or activities anticipated by the Company will be realized
or, even if substantially realized, that they will have the
expected consequences to, or effects on, the Company.
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.