OSI Geospatial Inc.
OTC Bulletin Board : OSIIF

OSI Geospatial Inc.

July 16, 2007 09:21 ET

OSI Geospatial Announces $3.5 Million Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - July 16, 2007) -


OSI Geospatial Inc. (TSX:OSI)(OTCBB:OSIIF) announced today that it has entered into an agreement with Clarus Securities Inc. (the "Underwriter") pursuant to which the Company has agreed to issue and sell by way of underwritten private placement, an aggregate of 5,400,000 units (the "Units") of the Company at a price of $0.65 per Unit, resulting in gross proceeds of $3,510,000.

Each Unit will consist of one common share (the "Common Shares") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant") of the Company. Each Warrant will entitle the holder to purchase one common share of the Company at a price of $0.80 per common share for a period of 24 months from the closing of the offering.

Net proceeds of the financing will be used to support the development of the Company's Layered Security Solutions business unit and other growth initiatives.

This private placement is subject to receipt of all necessary regulatory approvals, including the approval of the Toronto Stock Exchange. The Units will be offered in certain provinces of Canada by way of private placement pursuant to applicable prospectus exemptions. Closing of the offering is expected to occur on or about July 31, 2007.

The Underwriter has the right to increase the size of the offering exercisable at any time prior to the closing date, by an amount up to an additional $552,500, equivalent to 850,000 Units at a price of $0.65 per Unit, which would result in a maximum offering size of $4,062,500 totaling 6,250,000 Units.

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 offered securities mentioned in this press release will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons except in certain transactions exempt from the registration requirements of the U.S. Securities Act.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.

About OSI Geospatial

OSI Geospatial Inc. delivers advanced geospatial systems and software that enable shared real-time situational awareness for military, safety and security applications. Our products and services enable our customers to integrate and visualize live data with any combination of sensor data, imagery, maps and charts. This capability provides our customers with enhanced operational performance, safety and security through shared real-time situational awareness. OSI Geospatial systems and software are in use by military, government, and commercial customers around the world. The company is publicly traded on the Toronto Stock Exchange (OSI) and the Over the Counter Bulletin Board (OSIIF). For additional information please visit www.osigeospatial.com.

Forward-Looking Statements

Certain statements made in this news release that are not based on historical information are forward-looking statements which are made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and Section 138.4(9) of the Ontario Securities Act. These forward-looking statements are subject to risks and uncertainties. Actual results may differ from these projections. The risks associated with the Company's business include risks related to its reliance on international government contracts; the number of large customer transactions and the related lengthy sales cycles in executing those opportunities; uncertainties associated with competitive bidding processes and contract negotiations; actions by government authorities; the effects of general economic and political conditions; changing foreign exchange rates; and challenges related to the company's ability to introduce, develop and implement new products and enhancements to existing products that respond to customer requirements in a changing, complex, technological market. A complete discussion of the company's risk factors is presented in the company's most recent annual reports, filed with the United States Securities and Exchange Commission ("SEC") and the Canadian Securities Administrators ("CSA"), as well as other periodic reports filed with the SEC and the CSA. The Company does not undertake any obligation to update the forward-looking statements.

Copyright (C) 2007 OSI Geospatial Inc. and its affiliated or related companies. ECPINS and COP-IDS are registered trademarks of Offshore Systems Ltd., an OSI Geospatial company. IGEN and C3CORE are registered trademarks of CHI Systems Inc., an OSI Geospatial company. Other company brand, product and service names are for identification purposes only and may be either trademarks, service marks or registered trademarks of their respective owners. Data subject to change without notice.

The Toronto Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.

Contact Information