AGM Results UrtheCast Corp. Announces Results of Annual General and Special Meeting of Shareholders and Secures US$1.5 Million Term Loan | | |
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ VANCOUVER, June 27, 2019 /CNW/ - UrtheCast Corp. (TSX:UR) ("
UrtheCast" or the "
Company"), a leading provider of information-rich products and services in the geospatial and geo-analytics markets, is pleased to provide an update on the results of its annual general and special meeting of shareholders and the closing of a US$1.5 million term loan.
Annual General and Special Meeting of Shareholders UrtheCast today reported that all resolutions put forward at the Company's annual general and special meeting of shareholders (the "
Meeting") held on June 26, 2019 were passed with strong support from shareholders.
Based on proxies received in advance and voted in person at the Meeting, 35,122,294 common shares of the Company, representing 26.18% of the Company's issued and outstanding common shares as at the record date were voted.
All management nominees listed in the Company's Management Information Circular dated May 24, 2019 (the "
Circular") were elected as directors of the Company until the next annual meeting of shareholders. The results are set out below.
| Director Nominee | Votes For | Votes withheld | Percentage For | Percentage withheld |
| William M. Evans | 27,009,373 | 4,471,108 | 85.8% | 14.2% |
| James Topham | 27,010,376 | 4,470,105 | 85.8% | 14.2% |
| Mark J. Piegza | 27,222,704 | 4,257,777 | 86.5% | 13.5% |
| Don Osborne | 27,240,704 | 4,239,777 | 86.5% | 13.5% |
| Pirmin Lund | 27,140,533 | 4,339,948 | 86.2% | 13.8% |
At the Meeting, shareholders also passed resolutions to fix the number of directors at five, appoint PricewaterhouseCoopers LLP as auditor, approve the Company's Second Amended and Restated Equity Incentive Plan, re-confirm the Company's Shareholder Rights Plan for a further three years, authorize the Company to make a consolidation of its common shares on a future date and ratio to be determined, and authorize the Company to modify its authorized share capital by creating a new class of preferred shares with certain rights and restrictions to be determined by the Board at a future date. Each of these resolutions and the scope of discretion granted to the Board is described in more detail in the Circular, a copy of which is available on the Company's SEDAR profile at
www.sedar.com.
| Item | Votes For | Votes against/
withheld | Percentage For | Percentage against/
withheld |
Fixing the Number of Directors
at Five | 27,312,676 | 4,167,805 | 86.8% | 13.2% |
| Appointment of Auditors | 30,915,319 | 4,203,744 | 88% | 12% |
Approval of Second Amended
and Restated Equity Incentive
Plan | 26,273,769 | 5,206,712 | 83.5% | 16.5% |
Re-confirmation of Shareholder
Rights Plan | 26,847,820 | 4,632,661 | 85.3% | 14.7% |
Share Consolidation
Authorization | 30,648,124 | 4,474,168 | 87.3% | 12.7% |
Amendment to Company's
Articles to Create a Class of
Preferred Shares | 25,599,546 | 5,880,935 | 81.3% | 18.7% |
Final voting results on all matters voted on at the Meeting will be filed on the Company's SEDAR profile.
US$1.5 Million Term Loan UrtheCast has entered into a US$1.5 million term loan (the "New Term Loan") with Bolzano Investments Limited ("Bolzano") through 1185781 B.C. Ltd. (the "Borrower"), a wholly-owned subsidiary of the Company. The New Term Loan (i) accrues interest at a rate of 17% per annum; (ii) has a maturity date of January 15, 2020; and (iii) is secured by all of the assets owned by the Borrower and any net proceeds from the proposed sale of the Company's Deimos assets, if and when such sale is completed. The proceeds of the Term Loan will be used for general corporate purposes.
In satisfaction of conditions required by the lender, the Borrower agreed to pay Bolzano a finance fee in the amount of US$45,000 and UrtheCast agreed to issue to Bolzano 10,560,000 common share purchase warrants of UrtheCast having a maturity date of June 26, 2024 and an exercise price of $0.48 per common share (subject to adjustment in certain circumstances, including if the Company issues any common shares or securities convertible into common shares, other than pursuant to its equity incentive plan, at a lower price, in which case the exercise price shall be reduced to such lower price), subject to approval from the TSX.
Bolzano is also a lender to the Company in connection with the US$12 million one-year term loan previously announced by the Company on January 14, 2019 (the "January Term Loan"). In connection with the New Term Loan, the terms of the January Term Loan have been amended to (i) increase the interest rate from 14% per annum to 17% per annum and (ii) include any net proceeds from the proposed sale of the Company's Deimos assets, if and when such sale is completed, as security.
About UrtheCast UrtheCast Corp. is a Vancouver-based company that serves the rapidly growing and evolving geospatial and geo-analytics markets with a wide range of information-rich products and services.
For more information, visit UrtheCast's website at
www.urthecast.com. News From UrtheCast Corp. Transmitted by Cision on June 27, 2019 08:00 | |