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This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein 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 "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
VANCOUVER, July 7, 2015 /CNW/ - UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company") announced today that it has closed its previously announced prospectus offering (the "Offering") of 24,868,750 subscription receipts of the Company ("Subscription Receipts"), raising aggregate gross proceeds of $99,475,000. The Subscription Receipts were offered on a "bought deal" basis at a price of $4.00 per Subscription Receipt.
The Offering was conducted by a syndicate of underwriters led by Raymond James Ltd. and including Canaccord Genuity Corp., Clarus Securities Inc., Cormark Securities Inc. and Dundee Securities Ltd. (collectively, the "Underwriters"). The Offering included the exercise in full of the over-allotment option granted to the Underwriters.
The net proceeds from the Offering will be used by UrtheCast to fund, in part, the purchase price of the previously announced acquisition of Elecnor, S.A.'s Earth Observation business (the "Acquisition"), which, subject to the satisfaction of certain closing conditions, is expected to close on or before August 21, 2015. Further details concerning the Subscription Receipts and the Acquisition are set out in the Company's press releases dated June 22, 2015 and entitled "UrtheCast Corp. to Raise $100 Million of New Capital in Conjunction with Acquisition of the Earth Observation Business of Elecnor, S.A." and "UrtheCast To Acquire the Deimos Imaging Earth Observation Business from Elecnor, S.A.", respectively, the investor presentation dated June 22, 2015 and the prospectus supplement dated June 24, 2015, each of which is filed on UrtheCast's SEDAR profile at www.sedar.com.
The Subscription Receipts are listed on the Toronto Stock Exchange under the symbol "UR.R".
This press release does not constitute an offer of securities for sale in the United States. The Subscription Receipts and the Common Shares issuable upon exchange thereof have not been, and will not be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
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 Acquisition and the satisfaction of closing conditions in respect thereof. 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 to the inability by UrtheCast or other parties to satisfy conditions to the closing of the Acquisition, as well as those factors discussed in the Company's annual information form dated March 20, 2015, (the "AIF") and the Company's prospectus supplement dated June 24, 2015 to its short form base shelf prospectus and amended and restated short form base shelf prospectus dated May 15, 2015, as each such shelf was amended on June 19, 2015 (together, the "Prospectus") which are 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 Prospectus, 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.
SOURCE UrtheCast Corp.
For further information: Scott Larson, CEO and Co-founder, (778) 331-7823 Direct