VANCOUVER, June 24, 2013 /CNW/ - UrtheCast Corp. (the "Company", formerly Longford Energy Inc.) is pleased to announce the completion
of a reverse takeover transaction (the "Transaction") between Earth Video Camera Inc. (operating as UrtheCast) ("EVC") and the Company pursuant to which the Company acquired all of the
issued and outstanding class "A" common shares of EVC (the "EVC Shares") in exchange for the issuance of common shares of the Company (the "Common Shares").
"Engaging in a 'going public' transaction is an exciting opportunity for
UrtheCast, and a significant part of what's been a rapid sequence of
met goals -- from building the cameras and the ground station network,
to the development of the UrtheCast web platform. The capital acquired
in this transaction, in addition to our new board members, will play a
key role in building out this platform, which will soon broadcast the
story of Earth, in HD," said Scott Larson, UrtheCast's President and
The Transaction has been granted conditional approval by the Toronto
Stock Exchange (the "TSX") and TSX Venture Exchange the "TSX-V"). The Company's common shares are expected to commence trading on the
TSX under the ticker symbol "UR" at the commencement of trading on
Thursday, June 27, 2013.
Immediately prior to the completion of the Transaction, EVC completed a
private placement of EVC Shares (the "Private Placement") pursuant to which EVC issued 9,868,000 EVC Shares at a price of $1.77 per EVC Share for gross proceeds to EVC
of CDN$17,466,360. Canaccord Genuity Corp. as lead agent, along with
Cormark Securities Inc. and Clarus Securities Inc. (collectively, the "Agents") acted as agents in respect of the Private Placement. As
consideration for the Agents' services in connection with the Private
Placement, EVC paid the Agents a cash commission equal to 7.0% of the
aggregate gross proceeds of the Private Placement and granted to the
Agents broker warrants entitling the Agents to acquire 756,160 EVC
Shares at an exercise price of CDN$1.77 per EVC Share until June 21,
The Supreme Court of British Columbia issued a Final Order approving the
Transaction on June 21, 2013 and the Transaction became effective at
11:59 p.m. on June 21, 2013. Upon closing of the Transaction, all EVC
Shares, including those issued pursuant to the Private Placement, were
exchanged for Common Shares on the basis of 13.4097 Common Shares for each EVC Share (the "Exchange Ratio").
Upon completion of the Transaction, the Company will have a consolidated
cash position of approximately $35 million, inclusive of the funds
already within Longford and less the Transaction and the Private
Consolidation and Name Change
Following the closing of the Transaction, the Company consolidated its
Common Shares on the same basis as the Exchange Ratio such that the
total number of issued and outstanding Common Shares will be
58,072,899, and the Company also changed its name from Longford Energy
Inc. to UrtheCast Corp.
Senior Management and Board of Directors
The Company's senior management will be composed of Scott Larson -
President and Chief Executive Officer; Wade Larson - Executive
Vice-President; Dr. George Tyc - Chief Technology Officer; Dr. Serguei
Bedziouk - Vice President, Russian Relations; Issa Nakhleh - Chief
Financial Officer; and Jeff Rath - Corporate Finance, Mergers &
The board of directors of the Company is comprised of the following
individuals: Ian Delaney (Chairman), Scott Larson, Wade Larson, Tye
Burt, William (Mac) Evans, Dale Johnson and Peter Roberts. Mr. Roberts
joins the six other directors who were more fully described in the
joint information circular of the Company and EVC dated May 10, 2013,
bringing the total number of directors to seven.
Mr. Roberts has extensive experience in directorship and audit committee
roles. Currently, he serves as a director and chair of the audit
committee of Cardiome Pharma Corp. and Avanti Mining Inc., and as a
director of the Canadian Public Accountability Board. He is also a
Fellow of the Institute of Chartered Accountants of British Columbia,
and a member of the Canadian Institute of Chartered Accountants and
Institute of Corporate Directors.
Additional details regarding the Transaction, including with respect to
the business and properties of the Company, are contained in the joint
management information circular of the Company and EVC dated May 10,
2013, which is available under the Company's profile on SEDAR at www.sedar.com.
About UrtheCast Corp.
UrtheCast Corp. is a Vancouver-based technology company formed to build,
launch and operate cameras that will provide the world's first
commercially available continuous high-definition video of planet
Earth, streamed from space. UrtheCast is in the final stages of
completing the assembly of two cameras that are expected to be launched
into space in late 2013 and mounted on the outside of the Russian
module of the International Space Station, with the imagery and video
recorded by the cameras to be downloaded to ground stations.
Forward Looking Information
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 final approval of the TSX and the TSX-V and the
commencement of trading of the Company's common shares on the TSX.
Forward-looking statements and information are subject to various known
and unknown risks and uncertainties, many of which are beyond the
ability of the Company to control or predict, that may cause the
Company'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
Transaction will not receive final approval by the applicable stock
exchange and risks and uncertainties related to the Common Shares not
commencing trading on the TSX within the time frame anticipated by the
Company or at all. The Company 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-V nor its Regulation Services Provider (as that term is
defined in the policies of the TSX-V) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: UrtheCast Corp.
For further information:
President and Chief Executive Officer