UrtheCast Announces Senior Management Changes and Provides Corporate and Financing Update

March 12, 2018

UrtheCast Corp. provided an update today on corporate and operational matters. 

Further to the update provided on January 31, 2018, the Company confirms that it has continued to advance the financing negotiations with the selected institutional investor to close the previously announced financing for the UrtheDaily™ Constellation. As previously disclosed, the financing is subject to the completion of final documentation, the lender's completion of confirmatory due diligence and approval by our Board of Directors. The amount available under the debt financing facility for the UrtheDaily™ Constellation will be approximately US$140 million. In addition to customary drawdown conditions, the conditions to drawdown under the proposed financing include the Company receiving US$45 million from subordinated capital sources. Key elements of the US$45 million include US$20 million of available vendor financing and will require an additional US$25 million of subordinated capital or equity financing. The Company is continuing to explore all alternative sources for such balance of US$25 million. The financing package described above will fund US$185 million of the approximately US$195 million required for the UrtheDaily™ Constellation.

The Company continues to work towards completing the financing documentation for the financing facility and the subordinated capital financing; however, there can be no assurance that the debt financing, the subordinated capital financing or any equity offering will be completed on the terms currently being negotiated or at all.

Due to the timing to complete the UrtheDaily™ financing and receipt of certain receivables, the Company's cash balance has decreased from approximately $25 million, as at the end of the third quarter of 2017, to approximately $12 million as at February 28, 2018.

The Company's Board of Directors is addressing the Company's financial position by taking the following immediate steps:

1. Execute the UrtheDaily™ debt financing and related subordinated capital or equity offering as expeditiously as possible. The Company's first priority is to close the UrtheDaily™ financing and to identify, secure and close the most favourable subordinated capital or equity financing that can be obtained to satisfy the pre-condition to drawdown.

2. Strengthen the Management Team. On March 8, 2018, Greg Nordal, a member of the Company's Board of Directors since October 2013 with significant executive experience, was appointed as Interim CEO to refocus the operations of the Company and execute on a performance improvement plan. UrtheCast's Chair, Tye Burt, commented: "We are delighted to have someone of Greg's calibre and experience to lead the next stage in our development as a growing geospatial data and geoanalytics provider." The Board has initiated a search for a permanent CEO.

Former President and CEO, Wade Larson, who was a founder of the Company, will be stepping down as CEO and director and moving into a new role as a special advisor to the Board focused on the strategic business development of the Company's innovative SAR technology. UrtheCast's Chair, Tye Burt, commented: "The Board appreciates the contributions Wade has made to the Company from its inception and we look forward to his contribution in advancing the Company's SAR technology business."

3. Implement Performance Improvement and Financing Initiatives. In addition to Seaport Global Securities LLC, the Company's advisor on the UrtheDaily™ debt financing, the Company has retained FTI Consulting Canada Inc. to advise it in assessing its immediate performance improvement, cost reduction and financing options. The Company is also refocusing its business, which includes a clear focus on the construction and development of the UrtheDaily™ Constellation and deriving value from our SAR technology.