By Marisa Wong
Morgantown, W.Va., May 3 – UrtheCast Corp. raised C$34.39 million through a subordinated capital financing, according to a news release.
The company sold subscription receipts through a private placement co-led by Clarus Securities Inc. and Canaccord Genuity Corp. on a best-efforts basis. The company also sold subscription receipts to some non-Canadian purchasers directly through a non-brokered private placement and notes and warrants under a conditional backstop agreement with 1112099 B.C. Ltd.
The subscription receipts, which will convert to notes and warrants, were issued at a purchase price of C$0.35 apiece. Each receipt is convertible into a non-interest bearing convertible note in the principal amount of C$0.35 and a number of common share purchase warrants equal to 50% of the number of common shares a holder would receive if the note were converted at the original conversion price.
The company issued a total of 76,217,260 subscription receipts, which are convertible into an aggregate principal amount of C$26,676,040 of notes and 41,681,302 warrants; and a total of C$7,710,600 of notes and 12,047,812 warrants under the backstop agreement.
Each note is convertible at a conversion price of C$0.32 for a period of six years. Each warrant is exercisable at an exercise price of C$0.48 for a period of five years.
In total, the notes are convertible into 107,458,245 common shares, assuming conversion price of C$0.32 per share, and the warrants are exercisable into 53,739,114 common shares, assuming an exercise price of C$0.48 per share.
According to a Thursday press release, the subordinated capital financing exceeds the requirement to raise a minimum of US$25 million, which is a condition to the company’s proposed US$142 million senior secured facility for the UrtheDaily Constellation announced on April 3. 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.
At least 50% of the proceeds from the subordinated capital financing will be used for the UrtheDaily Constellation, and the balance will be used for general and corporate purposes. The company expects about C$21.7 million of the roughly C$34.4 million proceeds to be available during the month of May.
The technology company is based in Vancouver.
| Issuer: | UrtheCast Corp.
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| Issue: | Subscription receipts convertible into notes and warrants; notes and warrants under backstop agreement
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| Amount: | C$34,386,640 (including C$26,676,040 from receipts and C$7,710,600 under backstop agreement)
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| Receipts: | 76,217,260, convertible into C$26,676,040 notes and 41,681,302 warrants
|
| Purchase price: | C$0.35
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| Notes: | C$34,386,640
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| Conversion price: | C$0.32
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| Warrants: | 53,729,114 (including 41,681,302 from receipts and 12,047,812 under backstop agreement)
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| Warrant expiration: | Five years
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| Warrant strike price: | C$0.48
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| Agents: | Clarus Securities Inc. and Canaccord Genuity Corp. (for brokered portion)
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| Announcement date: | May 3
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| Distribution: | Private placement
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