UrtheCast Corp. Announces Upsizing of "Bought Deal" Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 23, 2015) -

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT AUTHORIZED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

UrtheCast Corp. (TSX:UR) ("UrtheCast" or the "Company") is pleased to announce that it has entered into a revised agreement with a syndicate of underwriters led by Raymond James Ltd. (collectively, the "Underwriters"), pursuant to which the Underwriters have now agreed to purchase 21,625,000 subscription receipts of the Company ("Subscription Receipts") at a price of $4.00 per Subscription Receipt (the "Offering Price") for aggregate gross proceeds of CAD$86,500,000 (the "Offering"). As previously announced, the net proceeds from the Offering will be used by UrtheCast to fund, in part, the purchase price of the acquisition of Elecnor, S.A.'s Earth Observation ("EO") business (the "Acquisition"), which is expected to close on or before August 21, 2015. For further details on the Acquisition, see UrtheCast's press release dated June 22, 2015 entitled "UrtheCast To Acquire the Deimos Imaging Earth Observation Business from Elecnor, S.A." or the investor presentation dated June 22, 2015 filed on UrtheCast's SEDAR profile at www.sedar.com.

Under the amended terms of the Offering, the Company has agreed to grant the Underwriters an option (the "Over-Allotment Option") to purchase up to an additional 3,243,750 Subscription Receipts at the Offering Price exercisable in whole or in part at any time and from time to time up to 30 days following the Closing Date (as hereinafter defined), for market stabilization purposes and to cover over-allotments, if any. If the Over-Allotment Option is exercised in full, an additional CAD$12,975,000 will be raised pursuant to the Offering and the aggregate gross proceeds of the Offering will be CAD$99,475,000.

Each Subscription Receipt will entitle the holder thereof to receive, without payment of additional consideration or further action, one common share of the Company (a "Common Share") in exchange for each Subscription Receipt.

The Subscription Receipts will be issued pursuant to a subscription receipt agreement (the "Subscription Receipt Agreement") to be dated as of the Closing Date, pursuant to which the gross proceeds of the Offering less the Underwriters' expenses and 50% of the Underwriters' commission payable in connection with the Offering (the "Escrowed Proceeds"), will be held in escrow in an interest bearing account pending the closing of the Acquisition. Upon satisfaction or waiver of the conditions to completion of the Acquisition in accordance with the terms of the definitive purchase agreement signed in respect thereof (the "Purchase Agreement"), without amendment or waiver materially adverse to the Company (except for payment of the purchase price and such other conditions that by their nature are to be satisfied at the closing of the Acquisition (the "Escrow Release Conditions"), the remaining 50% of the Underwriters' commission (plus accrued interest) will be released to the Underwriters, the Escrowed Proceeds remaining thereafter will be released to the Company and each Subscription Receipt will be exchanged for one Common Share.

If the Acquisition is not completed prior to 5:00 p.m. (Vancouver time) on the date that is 90 days following the Closing Date, the Purchase Agreement is terminated at an earlier time or UrtheCast advises the subscription receipt agent and Raymond James Ltd., or announces to the public, that it does not intend to proceed with the Acquisition, holders of the Subscription Receipts will receive an amount per Subscription Receipt equal to the Offering Price plus a pro rata share of the interest earned on the Escrowed Proceeds, net of any applicable withholding taxes. To the extent that the Escrowed Proceeds (plus accrued interest) are not sufficient to redeem all of the Subscription Receipts for cancelation at the Offering Price, the Company will contribute such amounts as are necessary to satisfy any shortfall.

The Offering is expected to close on or about July 7, 2015 (the "Closing Date") and is subject to certain conditions, including but not limited to the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

UrtheCast will file a prospectus supplement to its short form base shelf prospectus in the provinces of Saskatchewan, Manitoba, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador and its amended and restated short form base shelf prospectus in the provinces of British Columbia, Alberta and Ontario dated May 15, 2015, each as amended on June 19, 2015 and as may be further amended from time to time, qualifying the issuance of the Subscription Receipts, including any Subscription Receipts or Common Shares issued pursuant to the exercise of the Over-Allotment Option. The Subscription Receipts may also be offered in the United States on a private placement basis pursuant to an exemption from the registration requirements of the U.S. Securities Act and certain other jurisdictions.

This press release does not constitute an offer of securities for sale in the United States. The Subscription Receipts and the Common Shares issuable upon exchange thereof have not been, and will not be, registered under the U.S. Securities Act and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Forward-looking Information

This release contains certain information which, as presented, constitutes "forward-looking information" within the meaning of applicable Canadian securities laws. Forward-looking information involves statements that relate to future events and often addresses expected future business and financial performance, containing words such as "expect" and "intend", statements that an action or event "may" or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements about the timing and closing of the proposed Offering and Acquisition and the satisfaction of closing conditions in respect thereof. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of UrtheCast to control or predict, and which may cause UrtheCast's actual results, performance or achievements to be materially different from those expressed or implied thereby, including, but not limited to, risks related to the EO industry and economic factors affecting UrtheCast or the market in general, risks related the inability by UrtheCast or other parties to satisfy conditions to the closing of the Offering or Acquisition, as well as those factors discussed in the Company's annual information form dated March 20, 2015, (the "AIF") and the Company's short form base shelf prospectus and amended and restated short form base shelf prospectus dated May 11, 2015 (the "Prospectus") which are available under UrtheCast's SEDAR profile at www.sedar.com. Forward-looking information is developed based on assumptions about such risks, uncertainties and other factors set out herein, in the AIF and Prospectus, and as otherwise disclosed from time to time on UrtheCast's SEDAR profile. UrtheCast undertakes no obligation to update forward-looking statements except as may be required by applicable Canadian securities laws. Readers are cautioned against attributing undue certainty to forward-looking statements.