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VANCOUVER, May 25, 2018 /CNW/ - UrtheCast Corp. (TSX: UR) ("UrtheCast") is pleased to announce the release from escrow to UrtheCast of gross proceeds of approximately $16.7 million from the brokered private placement that closed on May 3, 2018 and the completion of the syndication of the US$142 million senior secured credit facility (the "UrtheDaily Facility") by the lender thereunder, an investment vehicle managed by Sound Point Capital Management, LP. The syndication satisfies one of the conditions precedent to the first drawdown of the UrtheDaily Facility, as previously announced by the Company on May 18, 2018. UrtheCast is also pleased to announce the appointment of Mark Piegza and Adam Vore to the Board of Directors of UrtheCast, subject to customary Toronto Stock Exchange approval.
The escrow release conditions for the brokered private placement of subscription receipts were satisfied on May 18, 2018 upon UrtheCast signing the credit agreement for the UrtheDaily Facility and obtaining a receipt for a final prospectus qualifying the distribution of notes and warrants underlying the subscription receipts. The subscription receipts have converted into notes and warrants effective as of May 25, 2018.
Under the backstop agreement dated May 3, 2018 between 1112099 B.C. Ltd. (the "Backstop Party") and UrtheCast, the Backstop Party has exercised its right to appoint Messrs. Piegza and Vore to the Board. The Company will include both directors as director nominees in its management information circular for election at its upcoming annual and special meeting of shareholders to be held on June 25, 2018.
Mr. Piegza has over 25 years of investment banking and advisory experience in the technology, media and telecommunications industries. Mr. Piegza is the founder and President of Convergence Advisors LLC, an advisory firm serving clients in the telecommunications, media, and technology industries, and the co-founder, Chief Financial Officer and a director of U.S. Space LLC, which offers a broad portfolio of dedicated, commercial space solutions, including MilSatCom, mobile communications and in-orbit servicing. Previously, Mr. Piegza was a Managing Director in the Technology, Media & Telecommunications Group at Banc of America Securities from 2002 until 2007 where he had global responsibility for the satellite sector. Prior to joining Banc of America Securities, Mr. Piegza held senior positions at UBS's Media Group, Donaldson, Lufkin & Jenrette and Credit Suisse First Boston, in each case with a focus on the satellite, media and telecom industries. Mr. Piegza holds an MBA from the Wharton School of the University of Pennsylvania and a B.S. in Finance from the University of Illinois.
Mr. Vore is a Managing Director in the Investment Banking Group of Seaport Global. Mr. Vore brings numerous years of experience in Investment Banking. Prior to Seaport Global, Mr. Vore was a Managing Director at Stifel, Nicolaus & Company and, prior to that, Bank of America Merrill Lynch. He has received numerous industry awards, including Deal of the Year from The Banker magazine and Most Innovative Deal of the Year from Marine Money. Mr. Vore holds an MBA in Investment Banking from Wake Forest University.
UrtheCast Corp. is a Vancouver-based technology company that serves the rapidly evolving geospatial and geoanalytics markets with a wide range of information-rich products and services. The Company operates Earth Observation (EO) sensors in space, through its subsidiary Deimos Imaging, S.L.U., including two satellites, Deimos-1 and Deimos-2, to produce imagery data for partners and customers in multiple markets. UrtheCast processes and distributes imagery data and value-added products on behalf of the PanGeo Alliance, a network of seven satellite operators with a combined 13 medium- and high-resolution EO sensors. UrtheCast is developing a satellite constellation designed to capture high-quality, medium resolution optical imagery of the Earth's entire landmass (excluding Antarctica) every day, called UrtheDaily™. UrtheCast is also developing the world's first fully-integrated constellation of sixteen multispectral optical and SAR satellites, called OptiSAR™. Common shares of UrtheCast trade on the Toronto Stock Exchange as ticker "UR".
This release contains certain information which, as presented, constitutes "forward-looking information" or "forward-oriented financial 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 "anticipate", "plan", "explore" and "expect", statements that an action or event "may", "should" or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements relating to: UrtheCast's expected completion of the UrtheDaily financing on the terms set out in this press release, the definitive documentation related thereto, or at all; UrtheCast's expected satisfaction of the escrow release conditions in respect of the proceeds from the non-brokered private placement; UrtheCast's expectations with respect to its ability to raise proceeds from a subordinated debt or equity offering, achieve the required leverage and contracted revenue ratios and otherwise satisfy the first drawdown conditions and the final drawdown conditions under the Credit Agreement in a timely manner. Such statements reflect UrtheCast's current views with respect to future events. Such statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by UrtheCast as at the date of this press release, are inherently subject to significant uncertainties and contingencies. Many factors could cause UrtheCast's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: UrtheCast's inability to close the UrtheDaily financing on the terms set out in this press release, the definitive documentation related thereto, or at all; UrtheCast's inability to satisfy the escrow release conditions in respect of the proceeds from the non-brokered private placement; UrtheCast's inability to raise proceeds from a subordinated debt or equity offering, achieve the required leverage and contracted revenue ratios or otherwise satisfy the first drawdown conditions or the final drawdown conditions under the Credit Agreement in a timely manner or at all; as well as those factors and assumptions discussed in UrtheCast's annual information form dated April 2, 2018 and UrtheCast's final prospectus dated May 17, 2018, which are available under UrtheCast's SEDAR profile at www.sedar.com. UrtheCast cautions readers that such factors and uncertainties are not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual results, performance or achievements may vary significantly from those expected. There can be no assurance that the actual strategies, results, performance, events or activities anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.
UrtheCast undertakes no obligation to update forward-looking statements except as required by Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.
SOURCE UrtheCast Corp.
For further information: Sai Chu, Chief Financial Officer, UrtheCast Corp., +1 (604) 669-1788