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THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY
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TORONTO, July 18, 2012 /CNW/ - W 7 Acquisition Corp. ("W 7" TSX Venture
Exchange: WSV.P) is pleased to announce that it has entered into a
letter of intent dated July 18, 2012 with Earth Video Camera Inc.
("Earth Video") to complete a going public transaction for Earth Video
(the "Proposed Transaction") by way of a reverse takeover of W 7, a
capital pool company listed on the TSX Venture Exchange (the
"Exchange"). The Proposed Transaction will be conducted by way of share
exchange, merger, amalgamation, arrangement, share purchase or other
similar form of transaction pursuant to a definitive agreement to be
entered into between W 7 and Earth Video (the "Transaction Agreement").
Earth Video - operating as 'UrtheCast' - is providing the world with the
first near-live high-definition video stream of Earth from space.
Working with renowned international organizations, Earth Video is
building, launching, installing, and operating cameras aboard the
International Space Station. These cameras will stream video imagery to
Earth, providing an unprecedented view of life on the globe. The video
data collected will be downlinked to ground stations across the globe
and displayed on the interactive UrtheCast platform, and distributed
directly to exclusive data partners and customers. The dynamic web
platform will be open-source, allowing users to create commercial
In conjunction with the Proposed Transaction, Earth Video intends to
complete a brokered private placement (the "Private Placement") for
gross proceeds of up to $50 million. It is contemplated that securities
issued in the Private Placement would be ultimately convertible or
exchangeable into freely tradeable common shares of the entity
resulting from the completion of the Proposed Transaction. Beacon
Securities Limited has been retained by Earth Video as agent to conduct
the Private Placement on a best efforts agency basis. It is intended
that the shares of the entity resulting from the completion of the
Proposed Transaction will be listed on the Toronto Stock Exchange (the
"TSX"), subject to satisfying the TSX's minimum listing conditions
concurrent with or immediately following the completion of the Proposed
Transaction. In addition, and subject to regulatory approval, it is
intended that any outstanding options or warrants of Earth Video will
be exchanged for comparable securities of the entity resulting from the
completion of the Proposed Transaction having the same economic terms
Pursuant to the Proposed Transaction and if the Proposed Transaction is
completed, it is anticipated that: (a) W 7 will change its name, which
name will be determined prior to the completion of the Proposed
Transaction; (b) a new slate of directors will be elected; (c) new
auditors will appointed; and (d) W 7 will consolidate its common shares
on a ratio to be determined prior to the completion of the Proposed
Transaction. If completed, the Proposed Transaction will constitute
W 7's Qualifying Transaction (as defined in Policy 2.4 of the
Exchange's Corporate Finance Manual). A comprehensive press release
with further particulars relating to the Proposed Transaction will
follow in accordance with the policies of the Exchange.
Completion of the Proposed Transaction is subject to a number of
conditions including, but not limited to, completion of satisfactory
due diligence, completion of the Private Placement, execution of the
Transaction Agreement, regulatory approvals, Exchange acceptance, the
directors and officers of Earth Video and Ronald D. Schmeichel entering
into and complying with support agreements and, if applicable pursuant
to Exchange requirements, majority of the minority shareholder
approval. Where applicable, the Proposed Transaction cannot close until
the required shareholder approval is obtained. There can be no
assurance that the Proposed Transaction will be completed as proposed
or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection
with the Proposed Transaction, any information released or received
with respect to the Proposed Transaction may not be accurate or
complete and should not be relied upon. Trading in securities of a
capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Proposed
Transaction and has neither approved nor disapproved the contents of
this press release. Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
accepts responsibility for the adequacy or accuracy of this release.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD
IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
Notice on forward-looking statements:
This release includes forward-looking statements regarding W 7, Earth
Video, and their respective businesses, which may include, but is not
limited to, statements with respect to the completion of the Proposed
Transaction and the Private Placement, the terms on which the Proposed
Transaction and Private Placement are intended to be completed, the
ability to obtain regulatory and shareholder approvals and other
factors. Often, but not always, forward-looking statements can be
identified by the use of words such as "plans", "is expected",
"expects", "scheduled", "intends", "contemplates", "anticipates",
"believes", "proposes" or variations (including negative variations) of
such words and phrases, or state that certain actions, events or
results "may", "could", "would", "might" or "will" be taken, occur or
be achieved. Such statements are based on the current expectations of
the management of each entity. The forward-looking events and
circumstances discussed in this release, including completion of the
Proposed Transaction and the Private Placement, may not occur by
certain specified dates or at all and could differ materially as a
result of known and unknown risk factors and uncertainties affecting
the companies, including risks regarding the earth imaging industry,
failure to obtain regulatory or shareholder approvals, economic factors
and the equity markets generally. Although W 7 and Earth Video have
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated, estimated
or intended. No forward-looking statement can be guaranteed. Except as
required by applicable securities laws, forward-looking statements
speak only as of the date on which they are made and W 7 and Earth
Video undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events, or otherwise.
W 7 is a capital pool company governed by the policies of the Exchange.
W 7's principal business is the identification and evaluation of assets
or businesses with a view to completing a Qualifying Transaction.
SOURCE W 7 ACQUISITION CORP.
For further information:
Ronald D. Schmeichel, CEO of W 7 Acquisition Corp. at 416 972 6294.