TORONTO, May 14, 2013 /CNW/ - Longford Energy Inc. (NEX - LFD.H)
("Longford") and Earth Video Camera Inc. ("UrtheCast") are pleased to
announce that their joint information circular (the "Circular") with
respect to the previously announced plan of arrangement involving
Longford and UrtheCast (the "Arrangement") has been filed with Canadian
securities regulators and is being mailed to Longford and UrtheCast
shareholders of record as of May 13, 2013. UrtheCast's mailing of the
Circular follows its receipt of an interim order from the Supreme Court
of British Columbia on May 10, 2013 which provides for the calling of a
special meeting of UrtheCast shareholders for the purposes of
considering the Arrangement.
As previously disclosed, under the terms of the Arrangement, Longford
will acquire all of the issued and outstanding Class A common shares of
UrtheCast ("UrtheCast Shares") in exchange for Longford common shares
("Longford Shares") based on an exchange ratio (the "Exchange Ratio")
that will be determined at the effective time of the Arrangement in
accordance with a formula set out in the plan of arrangement. The
Exchange Ratio will be based on agreed equity valuations of Longford
and UrtheCast immediately prior to the effective time which, subject to
in the case of Longford, is expected to be approximately $24 million;
in the case of UrtheCast, is expected to be approximately $63.5 million plus the gross proceeds received by UrtheCast prior to the
Effective Time from the UrtheCast Financing and the Additional
UrtheCast Financing (each as described below).
Assuming that UrtheCast raises gross proceeds under the Additional
UrtheCast Financing of $20 million prior to, or concurrently with,
completion of the Arrangement, Longford and UrtheCast currently expect
that the Exchange Ratio will be approximately 13.55 Longford Shares for
every UrtheCast Share.
Immediately following the completion of the Arrangement, it is proposed
that the Longford Shares, including those issued to UrtheCast
shareholders under the Arrangement, will be consolidated on the basis
of a consolidation ratio equal to the Exchange Ratio. After giving
effect to this share consolidation, the Arrangement will result in each
UrtheCast Shareholder receiving one consolidated Longford Share in
exchange for each UrtheCast Share formerly held by them.
Following completion of the Arrangement and the share consolidation,
Longford currently expects to have approximately:
59.5 million issued and outstanding common shares, of which
approximately 23% would be held by Longford's existing shareholders and
approximately 77% would be held by UrtheCast's shareholders; and
outstanding stock options and warrants and other equity compensation
arrangements to issue up to an additional 10.6 million common shares.
Under the Arrangement Agreement, UrtheCast was permitted to raise
additional capital of up to $20 million prior to the completion of the
Arrangement (the "UrtheCast Financing").
Concurrently with the execution of the Arrangement Agreement, UrtheCast
completed an initial tranche of the UrtheCast Financing for gross
proceeds of approximately $5.8 million at a price of $1.85 per unit to
a group of investors that included Longford. In April 2013, UrtheCast
completed a second and third tranche of the UrtheCast Financing for
further gross proceeds of approximately $1.9 million at a price of
$1.85 per unit. Each unit issued as part of the UrtheCast Financing was
comprised of one UrtheCast Share and one right to receive additional
UrtheCast Shares if the value of the UrtheCast Shares under the
Arrangement is less than $1.85 per share. If the Arrangement is not
completed, the investors that purchased units in the UrtheCast
Financing, including Longford, will have certain rights to require
UrtheCast to repurchase their UrtheCast Shares and, in certain
circumstances, to appoint one member of UrtheCast's board of directors.
In connection with the UrtheCast Financing, UrtheCast raised total gross
proceeds of $7,717,390 by issuing 4,171,562 units (including 1,621,621
units issued to Longford for total gross proceeds of $3 million) at
$1.85 per unit.
UrtheCast does not anticipate issuing any further units pursuant to the
UrtheCast Financing. However, with Longford's approval, UrtheCast
expects to complete prior to, or concurrently with, completion of the
Arrangement, a brokered private placement for gross proceeds of up to
$20 million through the issuance of units of UrtheCast on the same terms as
those issued in the UrtheCast Financing (the "Additional UrtheCast
The Shareholder Meetings
A special meeting of the UrtheCast shareholders to consider the
Arrangement will be held at the English Bay Room of the Hyatt Regency
at 665 Burrard Street, Vancouver, British Columbia at 10:00 a.m.
(Vancouver time) on June 14, 2013.
An annual and special meeting of the Longford shareholders to, among
other things, consider a number of matters relating to the Arrangement,
will be held at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7
at 10:00 a.m. (Toronto time) on June 13, 2013.
The record date for voting at the UrtheCast shareholders' meeting and at
the Longford shareholders' meeting is May 13, 2013.
The Circular contains a detailed description of the Arrangement and the
matters to be considered at the special meeting of UrtheCast
Shareholders to be held June 14, 2013 and the annual and special
meeting of Longford Shareholders to be held June 13, 2013. Also
included in the Circular is a detailed description of UrtheCast and
its business (including audited historical financial statements) and a
description of Longford after giving effect to the Arrangement
(including pro forma financial and capitalization information). The Circular is being
mailed to UrtheCast shareholders, optionholders and warrantholders and
Longford shareholders and is available on the SEDAR website (www.sedar.com).
Completion of the Arrangement
Completion of the Arrangement is expected to occur in June 2013 and is
conditional upon, among other things, receipt of all required court,
stock exchange and shareholder approvals, including the shareholders of
both Longford and UrtheCast.
This release contains certain "forward looking statements" and certain
"forward-looking information" as defined under applicable Canadian
securities laws. Forward-looking statements and information can
generally be identified by the use of forward-looking terminology such
as "may", "will", "expect", "intend", "estimate", "anticipate",
"believe", "continue", "plans" or similar terminology. Forward-looking
statements and information include, but are not limited to, statements
with respect to the transactions contemplated under the arrangement
agreement and Arrangement, the UrtheCast Financing, the Additional
UrtheCast Financing, the expected Exchange Ratio and receipt of the
requisite regulatory, court and shareholder approvals in respect of the
Arrangement and related matters. Forward-looking statements and
information are subject to various known and unknown risks and
uncertainties, many of which are beyond the ability of Longford to
control or predict, that may cause Longford's actual results,
performance or achievements to be materially different from those
expressed or implied thereby, and are developed based on assumptions
about such risks, uncertainties and other factors set out here in,
including but not limited to: the risk that the Arrangement will not be
approved by the applicable stock exchange, the court or the
shareholders of Longford and/or UrtheCast, as applicable; risks and
uncertainties related to the arrangement not being completed in the
event that the conditions precedent thereto are not satisfied and other
related risks and uncertainties. Longford undertakes no obligation to
update forward-looking information except as required by applicable
law. Such forward-looking information represents management's best
judgment based on information currently available. No forward-looking
statement can be guaranteed and actual future results may vary
materially. Accordingly, readers are advised not to place undue
reliance on forward-looking statements or information.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Longford Energy Inc.
For further information:
Peter H. Puccetti
Chief Executive Officer
Longford Energy Inc.
President and Chief Executive Officer
Earth Video Camera Inc.