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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 applications.
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 (as adjusted).
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 1933 ACT.
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.
For further information:
Ronald D. Schmeichel, CEO of W 7 Acquisition Corp. at 416 972 6294.