VANCOUVER, Nov. 23, 2011 /CNW/ - OSI Geospatial Inc. (TSX: OSI) ("OSI"
or the "Company") announced today it intends to complete a private
placement (the "Private Placement") of up to 40 million common shares
("Shares") at a price of C$0.05 per Share.
The Company intends to use the proceeds from the Private Placement to
retire some or all of its Class B Series 2 Preference Shares and for
general corporate purposes.
The Company is being advised by Cross Point Capital (the "Agent"). Upon
closing of the Private Placement, the Agent will receive a cash fee of
10% of the proceeds.
Closing of the Private Placement is subject to certain conditions,
including the receipt of conditional approval of the TSX Venture
Exchange. The Shares issued under the Private Placement will be subject
to a four-month hold period under Canadian securities laws and will be
"restricted securities" under U.S. securities laws. The Private
Placement is expected to close on or about December 5, 2011.
The Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or under any state securities laws
and may not be offered or sold in the United States, absent
registration or an applicable exemption from the registration
requirements. This news release does not constitute an offer to sell or
the solicitation of an offer to buy nor will there be any sale of the
securities in any state in which such offer, solicitation or sale would
About OSI Geospatial Inc.
OSI Geospatial Inc. operates two distinct business units: Offshore
Systems Ltd. (based in Vancouver, British Columbia), a world-leading
naval fleet supplier of integrated navigation and tactical solutions;
and CHI Systems, Inc. (based in Philadelphia, Pennsylvania), a
leading-edge research, development, and systems integration supplier of
technology solutions for defense, aerospace, health, and bioscience
markets. OSI Geospatial systems and software are in use by military,
government, and commercial customers around the world. The Company is
publicly traded on the TSX Venture Exchange. For additional information
please visit www.osigeospatial.com.
Information set forth in this news release may involve forward-looking
statements under applicable securities laws. Forward-looking statements
are statements that relate to future, not past, events. In this
context, forward-looking statements often address expected future
business and financial performance, and often contain 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. All
statements, other than statements of historical fact, included herein
including, without limitation, statements about the completion of the
Private Placement on the terms set forth herein, are forward looking
statements. By their nature, forward-looking statements involve known
and unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements, or other future events, to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Such factors include, among others, the following risks: the need for
additional financing; operational risks associated with mineral
exploration; fluctuations in commodity price and title matters or other
reports and filings with the TSX Venture Exchange and applicable
Canadian securities regulators. Forward-looking statements are made
based on management's beliefs, estimates and opinions on the date that
statements are made and the Company undertakes no obligation to update
forward-looking statements if these beliefs, estimates and opinions or
other circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements.
Neither 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 OSI Geospatial Inc.
For further information:
Jim Girard, CFO
+1 888 880 9797
+1 778-373-0027 (FAX)