UrtheCast Announces Commitments for CAD$35 Million Brokered Private Placement of Subscription Receipts to Enable the UrtheDaily™ Financing Package

Each whole Warrant will be exercisable by the holder to purchase one Common Share at an exercise price equal to CAD$0.48, which represents 148% of the 5-day VWAP as at April 2, 2018 (the "Original Exercise Price") for a period of five years following issuance of the Warrants. The exercise price of the Warrants will be adjusted down in the event that the Company issues Common Shares (other than issuances in connection with its stock option plan or in the ordinary course of business) below the then-existing exercise price to such lower issuance price, provided that the exercise price may not be adjusted below the Original Conversion Price. The Warrants will also be subject to other customary anti-dilution protections. The Warrants will be subject to early exercise, at the election of the Company, if the 5-day VWAP exceeds 250% of the Original Exercise Price for a period of at least 20 consecutive trading days. The Warrants will not be listed on any exchange.

Assuming the completion of the Subordinated Capital Financing for CAD$35 million, the Company will issue Warrants equal to 50% of the number of Common Shares the holder would receive if the Notes were converted at the Original Conversion Price, being 54,687,500 Warrants exercisable into 54,687,500 Common Shares (representing 45.03% of the issued and outstanding Common Shares as of the date hereof).

The UrtheDaily Senior Secured Facility

Under the UrtheDaily Senior Secured Facility, the Company will issue Senior Lender Warrants to the Senior Lenders, on substantially similar terms and conditions as the Warrants, as is equal to 5% of the issued and outstanding Common Shares immediately after completion of the Subordinated Capital Financing, calculated by assuming that the Notes have been converted at the Original Conversion Price and the Warrants have been exercised.

Assuming the Company enters into the UrtheDaily Senior Secured Facility, the Company will issue approximately 14,275,172 Senior Lender Warrants exercisable into 14,275,172 Common Shares (representing approximately 11.75% of the issued and outstanding Common Shares as of the date hereof).

UrtheDaily Financing

Assuming completion of the UrtheDail Financing, including completion of the Subordinated Capital Financing for CAD$35 million, the Company will issue CAD$35 million of Notes, convertible, in the aggregate,  into (i) 109,375,000 Common Shares (representing 90.06% of the issued and outstanding Common Shares as of the date hereof), assuming conversion at the Original Conversion Price; and (ii) 145,833,333 Common Shares (representing 120.09% of the issued and outstanding Common Shares as of the date hereof), assuming conversion at CAD$0.24.

Assuming completion of the UrtheDaily Financing on the terms described above, the Company will also issue approximately 68,962,672 Common Share purchase warrants, consisting of Warrants and Senior Lender Warrants, exercisable into 68,962,672 Common Shares, at each applicable exercise price, (representing approximately 56.79% of the issued and outstanding Common Shares as of the date hereof).

Assuming completion of the UrtheDaily Financing, including completion of the Subordinated Capital Financing for CAD$35 million of Notes, convertible, in the aggregate, into 145,833,333 Common Shares, assuming conversion at CAD$0.24, and the issuance of approximately 68,962,672 Common Share purchase warrants, consisting of Warrants and Senior Lender Warrants, exercisable into 68,962,672 Common Shares, the total potential number of Common Shares issuable under the UrtheDaily Financing is 214,796,005 (representing 176.87% of the issued and outstanding Common Shares as of the date hereof).

Financial Difficulty Exemption

Under the TSX Company Manual (the "Manual"), shareholder approval would be required for the UrtheDaily Financing as a result of (i) the number of Common Shares issuable at a discount being greater than 25% of the currently issued and outstanding Common Shares, and (ii) as a result of that fact that the conversion price of the Notes may be adjusted downward to be equal to CAD$0.24.

The Company has applied to the TSX under section 604(e) of the Manual for an exemption from the requirement to obtain shareholder approval for the UrtheDaily Financing. The Company's Board of Directors, who are free from any interest in the UrtheDaily Financing and unrelated to the parties involved in the UrtheDaily Financing, have authorized such application on recommendation of a special committee of the Board and have concluded that the Company is in serious financial difficulty, the UrtheDaily Financing is designed to improve the Company's financial situation, and the terms of the UrtheDaily Financing are reasonable for the Company in the circumstances.

As a consequence of relying on the serious financial difficulty exemption, the TSX has informed the Company that it will place the Company under review for continued listing, which is standard practice when a listed issuer seeks to rely on this exemption.

Each component of the UrtheDaily Financing is conditional on the others, and there is no assurance that any of the UrtheDaily Senior Secured Facility or the Subordinated Capital Financing will be completed on the terms set out herein, or at all. Further, there is no assurance that the TSX will approve the UrtheDaily Financing, or any component part or aspect thereof, or the Company's application to rely on the serious financial difficulty exemption from the requirement to obtain shareholder approval for the UrtheDaily Financing.

The disclosure in this news release assumes an exchange rate of US$/CAD$ of 1.282.

About UrtheCast

UrtheCast Corp. is a Vancouver-based technology company that serves the rapidly evolving geospatial and geoanalytics markets with a wide range of information-rich products and services. The Company operates Earth Observation (EO) sensors in space, through its subsidiary Deimos Imaging, including two satellites, Deimos-1 and Deimos-2, to produce imagery data for partners and customers in multiple markets. UrtheCast processes and distributes imagery data and value-added products on behalf of the PanGeo Alliance, a network of seven satellite operators with a combined 13 medium- and high-resolution EO sensors. UrtheCast is developing a satellite constellation designed to capture high-quality, medium- resolution optical imagery of the Earth's entire landmass (excluding Antarctica) every day, called UrtheDaily™. UrtheCast is also developing the world's first fully-integrated constellation of sixteen multispectral optical and SAR satellites, called OptiSAR™. Common shares of UrtheCast trade on the Toronto Stock Exchange as ticker "UR".

For more information, visit UrtheCast's website at www.urthecast.com.

Forward Looking Information

This release contains certain information which, as presented, constitutes "forward-looking information" or "forward-oriented financial 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 "anticipate", "plan", "explore" and "expect", statements that an action or event "may", "should" or "will" be taken or occur, or other similar expressions and includes, but is not limited to, statements relating to: UrtheCast's expected completion of the UrtheDaily Financing on the terms set out in this press release or at all; UrtheCast's ability to satisfy the escrow release conditions in connection with the issuance of the Subscription Receipts; UrtheCast's ability to satisfy the escrow release conditions in connection with the issuance of the Subscription Receipts; and UrtheCast's expectations with respect to its ability to raise proceeds from a subordinated capital or equity offering sufficient to satisfy the related drawdown condition of the UrtheDaily Senior Secured Facility in a timely manner. Such statements reflect UrtheCast's current views with respect to future events.  Such statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by UrtheCast as at the date of this release, are inherently subject to significant uncertainties and contingencies.  Many factors could cause UrtheCast's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: UrtheCast's inability to enter into definitive documentation relating to the UrtheDaily Financing; UrtheCast's inability to close the UrtheDaily Financing on the terms set out in this press release, the definitive documentation related thereto, or at all; UrtheCast's inability to satisfy the escrow release conditions in connection with the issuance of the Subscription Receipts; and UrtheCast's inability to raise proceeds from a subordinated capital or equity offering sufficient to satisfy the related drawdown condition of the UrtheDaily Senior Secured Facility in a timely manner or at all; as well as those factors and assumptions discussed in UrtheCast's annual information form dated April 3, 2018 , which is available under UrtheCast's SEDAR profile at www.sedar.com .  UrtheCast cautions readers that such factors and uncertainties are not exhaustive and that should certain risks or uncertainties materialize, or should underlying estimates or assumptions prove incorrect, actual results, performance or achievements may vary significantly from those expected.  There can be no assurance that the actual strategies, results, performance, events or activities anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company.




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