Hemisphere GPS Inc
TSX : HEM

Hemisphere GPS Inc

February 08, 2011 07:47 ET

Hemisphere GPS Announces Bought Deal Financing For Proceeds of Approximately Cdn$8 Million

CALGARY, ALBERTA--(Marketwire - Feb. 8, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES

Hemisphere GPS Inc. (TSX:HEM) (the "Company") is pleased to announce that it has entered into an agreement with Wellington West Capital Markets Inc. as lead underwriter on behalf of a syndicate of underwriters (the "Underwriters"), for the issuance of 5,228,759 common shares (the "Shares") of the Company, on a bought deal basis, at a price of Cdn$1.53 per Share for gross proceeds of approximately Cdn$8,000,000 (the "Offering").

The Underwriters also have been granted an option, exercisable in whole or in part, for a period of 30 days following the closing of the Offering, to purchase up to an additional 784,313 Shares (the "Underwriters' Option"), which would increase the total gross proceeds of the Offering to approximately Cdn$9,200,000 if the Underwriters' Option is exercised in full.

The Company plans to use the net proceeds of the Offering for development of the Company's business and for general corporate and working capital purposes.

The Shares will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, other than Quebec, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions.

The Offering is scheduled to close on or about March 2, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and applicable securities regulatory authorities.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

About Hemisphere GPS

Hemisphere GPS designs and manufactures innovative, cost-effective GPS products for positioning, guidance, and machine control applications in agriculture, marine, construction, and other markets. The Company holds numerous patents and other intellectual property and owns several leading brand names, including Outback Guidance®, a leading brand in precision GPS for agriculture. The Company is headquartered in Calgary, Alberta, with major product development, sales, and marketing facilities in Arizona, Kansas, and Australia. Hemisphere GPS is listed on the Toronto Stock Exchange (TSX) trading under the symbol "HEM" and is one of the TSX Cleantech designated companies. For more information about Hemisphere GPS, please go to www.hemispheregps.com.

The above disclosure contains certain forward-looking statements, including statements relating to the proposed Offering and use of proceeds thereof, that involve substantial known and unknown risks and uncertainties. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond Hemisphere GPS' control, including: the impact of general economic conditions, industry conditions, increased competition, the lack of availability of qualified personnel or management, fluctuations in foreign exchange or interest rates, stock market volatility and market valuations of companies with respect to the announced transactions and the final valuations thereof, risk that the board of directors of Hemisphere GPS determines that it would be in the best interests of Hemisphere GPS to deploy the proceeds of the Offering for some other purpose, and failure to receive all required regulatory and other approvals for the Offering. With respect to forward-looking statements contained in this document, Hemisphere GPS has made assumptions regarding receipt of regulatory and other approvals for the Offering, availability of skilled labour, timing and amount of capital expenditures, future exchange rates, the impact of increasing competition, conditions in general economic and financial markets, and other matters. Hemisphere GPS' actual results, performance or achievement could differ materially from those expressed in, or implied by these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that Hemisphere GPS will derive therefrom. These forward-looking statements are made as of the date hereof and Hemisphere GPS disclaims any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

Contact Information