UrtheCast and Longford Energy Inc. Announce Interim Order, Special Meeting Dates and Mailing of Joint Information Circular

TORONTO, May 14, 2013 /CNW/ - Longford Energy Inc. (NEX - LFD.H) ("Longford") and Earth Video Camera Inc. ("UrtheCast") are pleased to announce that their joint information circular (the "Circular") with respect to the previously announced plan of arrangement involving Longford and UrtheCast (the "Arrangement") has been filed with Canadian securities regulators and is being mailed to Longford and UrtheCast shareholders of record as of May 13, 2013.  UrtheCast's mailing of the Circular follows its receipt of an interim order from the Supreme Court of British Columbia on May 10, 2013 which provides for the calling of a special meeting of UrtheCast shareholders for the purposes of considering the Arrangement.

The Arrangement

As previously disclosed, under the terms of the Arrangement, Longford will acquire all of the issued and outstanding Class A common shares of UrtheCast ("UrtheCast Shares") in exchange for Longford common shares ("Longford Shares") based on an exchange ratio (the "Exchange Ratio") that will be determined at the effective time of the Arrangement in accordance with a formula set out in the plan of arrangement.  The Exchange Ratio will be based on agreed equity valuations of Longford and UrtheCast immediately prior to the effective time which, subject to certain adjustments:

  • in the case of Longford, is expected to be approximately $24 million; and

  • in the case of UrtheCast, is expected to be approximately $63.5 million plus the gross proceeds received by UrtheCast prior to the Effective Time from the UrtheCast Financing and the Additional UrtheCast Financing (each as described below).

Assuming that UrtheCast raises gross proceeds under the Additional UrtheCast Financing of $20 million prior to, or concurrently with, completion of the Arrangement, Longford and UrtheCast currently expect that the Exchange Ratio will be approximately 13.55 Longford Shares for every UrtheCast Share.

Immediately following the completion of the Arrangement, it is proposed that the Longford Shares, including those issued to UrtheCast shareholders under the Arrangement, will be consolidated on the basis of a consolidation ratio equal to the Exchange Ratio. After giving effect to this share consolidation, the Arrangement will result in each UrtheCast Shareholder receiving one consolidated Longford Share in exchange for each UrtheCast Share formerly held by them.

Following completion of the Arrangement and the share consolidation, Longford currently expects to have approximately:

  • 59.5 million issued and outstanding common shares, of which approximately 23% would be held by Longford's existing shareholders and approximately 77% would be held by UrtheCast's shareholders;  and

  • outstanding stock options and warrants and other equity compensation arrangements to issue up to an additional 10.6 million common shares.

UrtheCast Financing

Under the Arrangement Agreement, UrtheCast was permitted to raise additional capital of up to $20 million prior to the completion of the Arrangement (the "UrtheCast Financing").

Concurrently with the execution of the Arrangement Agreement, UrtheCast completed an initial tranche of the UrtheCast Financing for gross proceeds of approximately $5.8 million at a price of $1.85 per unit to a group of investors that included Longford. In April 2013, UrtheCast completed a second and third tranche of the UrtheCast Financing for further gross proceeds of approximately $1.9 million at a price of $1.85 per unit. Each unit issued as part of the UrtheCast Financing was comprised of one UrtheCast Share and one right to receive additional UrtheCast Shares if the value of the UrtheCast Shares under the Arrangement is less than $1.85 per share. If the Arrangement is not completed, the investors that purchased units in the UrtheCast Financing, including Longford, will have certain rights to require UrtheCast to repurchase their UrtheCast Shares and, in certain circumstances, to appoint one member of UrtheCast's board of directors.

In connection with the UrtheCast Financing, UrtheCast raised total gross proceeds of $7,717,390 by issuing 4,171,562 units (including 1,621,621 units issued to Longford for total gross proceeds of $3 million) at $1.85 per unit.

UrtheCast does not anticipate issuing any further units pursuant to the UrtheCast Financing. However, with Longford's approval, UrtheCast expects to complete prior to, or concurrently with, completion of the Arrangement, a brokered private placement for gross proceeds of up to $20 million through the issuance of units of UrtheCast on the same terms as those issued in the UrtheCast Financing (the "Additional UrtheCast Financing").

The Shareholder Meetings

A special meeting of the UrtheCast shareholders to consider the Arrangement will be held at the English Bay Room of the Hyatt Regency at 665 Burrard Street, Vancouver, British Columbia at 10:00 a.m. (Vancouver time) on June 14, 2013.

An annual and special meeting of the Longford shareholders to, among other things, consider a number of matters relating to the Arrangement, will be held at 333 Bay Street, Suite 3400, Toronto, Ontario, M5H 2S7 at 10:00 a.m. (Toronto time) on June 13, 2013.

The record date for voting at the UrtheCast shareholders' meeting and at the Longford shareholders' meeting is May 13, 2013.

The Circular

The Circular contains a detailed description of the Arrangement and the matters to be considered at the special meeting of UrtheCast Shareholders to be held June 14, 2013 and the annual and special meeting of Longford Shareholders to be held June 13, 2013.  Also included in the Circular is a detailed description of  UrtheCast and its business (including audited historical financial statements) and a description of Longford after giving effect to the Arrangement (including pro forma financial and capitalization information).  The Circular is being mailed to UrtheCast shareholders, optionholders and warrantholders and Longford shareholders and is available on the SEDAR website (www.sedar.com).

Completion of the Arrangement

Completion of the Arrangement is expected to occur in June 2013 and is conditional upon, among other things, receipt of all required court, stock exchange and shareholder approvals, including the shareholders of both Longford and UrtheCast.

Forward-Looking Statements

This release contains certain "forward looking statements" and certain "forward-looking information" as defined under applicable Canadian securities laws. Forward-looking statements and information can generally be identified by the use of forward-looking terminology such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "continue", "plans" or similar terminology. Forward-looking statements and information include, but are not limited to, statements with respect to the transactions contemplated under the arrangement agreement and Arrangement, the UrtheCast Financing, the Additional UrtheCast Financing, the expected Exchange Ratio and receipt of the requisite regulatory, court and shareholder approvals in respect of the Arrangement and related matters. Forward-looking statements and information are subject to various known and unknown risks and uncertainties, many of which are beyond the ability of Longford to control or predict, that may cause Longford's actual results, performance or achievements to be materially different from those expressed or implied thereby, and are developed based on assumptions about such risks, uncertainties and other factors set out here in, including but not limited to: the risk that the Arrangement will not be approved by the applicable stock exchange, the court or the shareholders of Longford and/or UrtheCast, as applicable; risks and uncertainties related to the arrangement not being completed in the event that the conditions precedent thereto are not satisfied and other related risks and uncertainties. Longford undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE Longford Energy Inc.




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