W 7 Acquisition Corp. announces proposed qualifying transaction with Earth Video Camera Inc.
15 Juli 2012 - 6:28AM
PR Newswire (Canada)
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TORONTO, July 18, 2012 /CNW/ - W 7 Acquisition Corp. is
pleased to announce that it has entered into a letter of intent
dated July 18, 2012 with Earth Video Camera Inc. ("Earth Video") to
complete a going public transaction for Earth Video (the "Proposed
Transaction") by way of a reverse takeover of W 7, a capital
pool company listed on the TSX Venture Exchange (the "Exchange").
The Proposed Transaction will be conducted by way of share
exchange, merger, amalgamation, arrangement, share purchase or
other similar form of transaction pursuant to a definitive
agreement to be entered into between W 7 and Earth Video (the
"Transaction Agreement"). Earth Video - operating as 'UrtheCast' -
is providing the world with the first near-live high-definition
video stream of Earth from space. Working with renowned
international organizations, Earth Video is building, launching,
installing, and operating cameras aboard the International Space
Station. These cameras will stream video imagery to Earth,
providing an unprecedented view of life on the globe. The video
data collected will be downlinked to ground stations across the
globe and displayed on the interactive UrtheCast platform, and
distributed directly to exclusive data partners and customers. The
dynamic web platform will be open-source, allowing users to create
commercial applications. In conjunction with the Proposed
Transaction, Earth Video intends to complete a brokered private
placement (the "Private Placement") for gross proceeds of up to $50
million. It is contemplated that securities issued in the Private
Placement would be ultimately convertible or exchangeable into
freely tradeable common shares of the entity resulting from the
completion of the Proposed Transaction. Beacon Securities Limited
has been retained by Earth Video as agent to conduct the Private
Placement on a best efforts agency basis. It is intended that the
shares of the entity resulting from the completion of the Proposed
Transaction will be listed on the Toronto Stock Exchange (the
"TSX"), subject to satisfying the TSX's minimum listing conditions
concurrent with or immediately following the completion of the
Proposed Transaction. In addition, and subject to regulatory
approval, it is intended that any outstanding options or warrants
of Earth Video will be exchanged for comparable securities of the
entity resulting from the completion of the Proposed Transaction
having the same economic terms (as adjusted). Pursuant to the
Proposed Transaction and if the Proposed Transaction is completed,
it is anticipated that: (a) W 7 will change its name,
which name will be determined prior to the completion of the
Proposed Transaction; (b) a new slate of directors will be
elected; (c) new auditors will appointed; and
(d) W 7 will consolidate its common shares on a ratio to
be determined prior to the completion of the Proposed Transaction.
If completed, the Proposed Transaction will constitute W 7's
Qualifying Transaction (as defined in Policy 2.4 of the Exchange's
Corporate Finance Manual). A comprehensive press release with
further particulars relating to the Proposed Transaction will
follow in accordance with the policies of the Exchange. Completion
of the Proposed Transaction is subject to a number of conditions
including, but not limited to, completion of satisfactory due
diligence, completion of the Private Placement, execution of the
Transaction Agreement, regulatory approvals, Exchange acceptance,
the directors and officers of Earth Video and Ronald D. Schmeichel
entering into and complying with support agreements and, if
applicable pursuant to Exchange requirements, majority of the
minority shareholder approval. Where applicable, the Proposed
Transaction cannot close until the required shareholder approval is
obtained. There can be no assurance that the Proposed Transaction
will be completed as proposed or at all. Investors are cautioned
that, except as disclosed in the management information circular or
filing statement to be prepared in connection with the Proposed
Transaction, any information released or received with respect to
the Proposed Transaction may not be accurate or complete and should
not be relied upon. Trading in securities of a capital pool company
should be considered highly speculative. The Exchange has in no way
passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press release.
Neither the Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the Exchange) accepts
responsibility for the adequacy or accuracy of this release. This
press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction.
ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED
OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF
SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT. Notice on forward-looking statements:
This release includes forward-looking statements regarding
W 7, Earth Video, and their respective businesses, which may
include, but is not limited to, statements with respect to the
completion of the Proposed Transaction and the Private Placement,
the terms on which the Proposed Transaction and Private Placement
are intended to be completed, the ability to obtain
regulatory and shareholder approvals and other factors. Often, but
not always, forward-looking statements can be identified by the use
of words such as "plans", "is expected", "expects", "scheduled",
"intends", "contemplates", "anticipates", "believes", "proposes" or
variations (including negative variations) of such words and
phrases, or state that certain actions, events or results "may",
"could", "would", "might" or "will" be taken, occur or be achieved.
Such statements are based on the current expectations of the
management of each entity. The forward-looking events and
circumstances discussed in this release, including completion of
the Proposed Transaction and the Private Placement, may not occur
by certain specified dates or at all and could differ materially as
a result of known and unknown risk factors and uncertainties
affecting the companies, including risks regarding the earth
imaging industry, failure to obtain regulatory or shareholder
approvals, economic factors and the equity markets generally.
Although W 7 and Earth Video have attempted to identify
important factors that could cause actual actions, events or
results to differ materially from those described in
forward-looking statements, there may be other factors that cause
actions, events or results to differ from those anticipated,
estimated or intended. No forward-looking statement can be
guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made and W 7 and Earth Video undertake no obligation to
publicly update or revise any forward-looking statement, whether as
a result of new information, future events, or otherwise. W 7
is a capital pool company governed by the policies of the Exchange.
W 7's principal business is the identification and evaluation
of assets or businesses with a view to completing a Qualifying
Transaction. W 7 ACQUISITION CORP. CONTACT: Ronald D. Schmeichel,
CEO of W 7 Acquisition Corp. at 416 9726294.
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