VANCOUVER, BRITISH COLUMBIA--(Marketwired - March 6, 2017) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
UrtheCast Corp. ("UrtheCast" or the "Company") (TSX:UR) is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by Clarus Securities Inc. and Canaccord Genuity Corp, (collectively, the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis, 11,333,340 Common Shares (the "Common Shares") of the Company at a price of C$1.50 per Common Share (the "Offering Price") for aggregate gross proceeds to the Company of C$17,000,010 (the "Offering").
The Company has agreed to grant the Underwriters an over-allotment option to purchase up to an additional 15% of the Offered Common Shares at the Offering Price, exercisable in whole or in part at any time for a period ending 30 days from 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$19,550,012.
The Company intends to use the net proceeds from the Offering for the development of infrastructure and general working capital purposes.
The Common Shares will be offered by way of a short form prospectus to be filed in each of the provinces of Canada, other than the Province of Quebec, by way of a private placement in the United States, and in those jurisdictions outside of Canada and the United States 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 March 23, 2017 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Exchange (the "Exchange").
The securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws or compliance with the requirements of an applicable exemption therefrom. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
UrtheCast Corp. is a technology company, which serves the rapidly evolving geospatial and geoanalytics markets with a range of information-rich products and services. The company operates four Earth observation sensors in space, including two cameras aboard the International Space Station and two satellites, Deimos-1 and Deimos-2. It is also developing and anticipates launching fully-integrated constellation of multispectral optical and SAR satellites. The company was founded by George Tyc on June 24, 2013 and is headquartered in Vancouver, Canada
For more information, visit www.urthecast.com.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: 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 "expect" and "intend", 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 about the timing and closing of the proposed Offering, the satisfaction of closing conditions in respect of the Offering and the use of proceeds of 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 UrtheCast's actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related the inability by UrtheCast to satisfy conditions to the closing of the Offering, as well as those factors discussed in the Company's annual information form dated March 29, 2016, (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. UrtheCast undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.