UrtheCast Announces the Completion of Reverse Takeover Transaction and Private Placement
24 Jun, 2013, 09:00 ET
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 CEO.
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, 2015.
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 Placement expenses.
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 & Acquisitions.
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
Share this article