UrtheCast Corp.

November 27, 2013 07:50 ET

UrtheCast Corp. Enters Into a Bought Deal Agreement for Gross Proceeds of C$10,000,100

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 27, 2013) -


UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company") has today entered into an agreement lead by Clarus Securities Inc. and including Cormark Securities Inc. and Canaccord Genuity Corp. (the "Underwriters") under which the Underwriters have agreed to purchase, on a bought deal basis, 4,545,500 common shares (the "Common Shares") from UrtheCast at a price of C$2.20 per Common Share for aggregate gross proceeds of C$10,000,100. The Company has also granted to the Underwriters an over-allotment option to purchase an additional 681,825 Common Shares at the offering price for a period ending 30 following 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$11,500,115.

The Common Shares will be offered in the provinces of Ontario, Alberta and British Columbia by short form prospectus, and in such other jurisdictions, including the United States and in those jurisdictions outside of Canada 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 December 19, 2013, subject to customary conditions and all regulatory approvals including the approval of the Toronto Stock Exchange.

The Company intends to add the net proceeds from the offering to the Company's working capital and subsequently apply the net proceeds for commissioning and commercialization of the Company's cameras in furtherance of the Company's business plan and for general corporate purposes.

The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About UrtheCast Corp.

UrtheCast Corp. is a Vancouver-based technology company that is developing the world's first near-live high-definition video feed of Earth, from space. Working with renowned aerospace partners from across the globe, UrtheCast is building, launching, installing, and will operate two cameras on the Russian segment of the ISS. Video and still image data captured by the cameras will be downlinked to ground stations across the planet and displayed on the UrtheCast web platform, or distributed directly to exclusive partners and customers. UrtheCast's cameras will provide high-resolution video and imagery of Earth that will allow for monitoring of the environment, humanitarian relief, social events, agricultural land, etc. UrtheCast has completed the assembly of two cameras that were launched into space on November 25 2013. Common shares of UrtheCast trade on the Toronto Stock Exchange as ticker 'UR'.

For more information visit our 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 "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements about the timing of the closing of the Offering, the jurisdictions in which the Common Shares will be offered and the intended use of proceeds of the Offering, as well as statements about the timing and success of the mounting and commissioning of our cameras on the ISS; plans to operate camera components on, and stream video footage from, the ISS; proposed image and video product offerings and expected partners and customers to distribute such products. Forward-looking statements and information are based on a number of assumptions which may prove to be incorrect, including assumptions with respect to the satisfaction and timing of receipt of required regulatory approvals and other conditions to closing 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 the UrtheCast's actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, damage to the cameras during launch or once mounted on the ISS, unexpected changes in Russian or Canadian government policies, technology changes, reliance on key personnel, the potential for conflicts of interest among certain officers, directors or promoters with certain other projects, competition, risks related to the business activities of Longford Energy Inc. prior to the Transaction, as well as those factors discussed in the Company's annual information form dated November 14, 2013, (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.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and UrtheCast undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.

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