OSI Geospatial Inc. closes private placement of $2M
01 Décembre 2011 - 7:24AM
PR Newswire (Canada)
VANCOUVER, Dec. 2, 2011 /CNW/ - OSI Geospatial Inc. ("OSI" or the
"Company") announced today it has closed its previously announced
private placement of 40 million common shares ("Shares") at a price
of C$0.05 per Share for aggregate proceeds of $2 million (the
"Private Placement"). The Company intends to use the proceeds from
the Private Placement to retire some or all of its Class B Series 2
Preference Shares and for general corporate purposes. The Private
Placement was subscribed to by six investors, including Ken
Kirkpatrick, the Company's chief executive officer, and North Sound
Capital LLC ("North Sound"), an insider of OSI. Prior to the
Private Placement Mr. Kirkpatrick held 309,741 shares in the
capital of OSI constituting 0.6% of the Company's issued and
outstanding capital. Upon closing of the Private Placement Mr.
Kirkpatrick holds 2,429,741 shares in the capital of OSI
constituting 2.6% of the Company's issued and outstanding capital.
Prior to the Private Placement North Sound held 10,620,959 shares
in the capital of OSI constituting 19.9% of the Company's issued
and outstanding capital. Upon closing of the Private Placement
North Sound holds 18,540,959 shares maintaining its 19.9% pro rata
share in the outstanding capital of OSI. Closing of the Private
Placement is subject to certain conditions, including final
approval of the TSX Venture Exchange. The Shares will be subject to
a four-month hold period under Canadian securities laws and will be
"restricted securities" under U.S. securities laws. The Shares have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended, or under any state securities laws and may not
be offered or sold in the United States, absent registration or an
applicable exemption from the registration requirements. This news
release does not constitute an offer to sell or the solicitation of
an offer to buy nor will there be any sale of the securities in any
state in which such offer, solicitation or sale would be unlawful.
The Company was advised by Cross Point Capital (the "Agent"). Upon
closing of the Private Placement, the Agent received a cash fee of
10% of the proceeds received from U.S. subscribers to the Private
Placement. About OSI Geospatial Inc. OSI Geospatial Inc. operates
two distinct business units: Offshore Systems Ltd. (based in
Vancouver, British Columbia), a world-leading naval fleet supplier
of integrated navigation and tactical solutions; and CHI Systems,
Inc. (based in Philadelphia, Pennsylvania), a leading-edge
research, development, and systems integration supplier of
technology solutions for defense, aerospace, health, and bioscience
markets. OSI Geospatial systems and software are in use by
military, government, and commercial customers around the world.
The Company is publicly traded on the TSX Venture Exchange. For
additional information please visit www.osigeospatial.com.
Forward-Looking Statements Information set forth in this news
release may involve forward-looking statements under applicable
securities laws. Forward-looking statements are statements that
relate to future, not past, events. In this context,
forward-looking statements often address expected future business
and financial performance, and often contain words such as
"anticipate", "believe", "plan", "estimate", "expect", and
"intend", statements that an action or event "may", "might",
"could", "should", or "will" be taken or occur, or other similar
expressions. All statements, other than statements of historical
fact, included herein including, without limitation, statements
about the completion of the Private Placement on the terms set
forth herein, are forward looking statements. By their nature,
forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause our actual results,
performance or achievements, or other future events, to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. Such factors include, among others, the following
risks: the need for additional financing; operational risks
associated with mineral exploration; fluctuations in commodity
price and title matters or other reports and filings with the TSX
Venture Exchange and applicable Canadian securities regulators.
Forward-looking statements are made based on management's beliefs,
estimates and opinions on the date that statements are made and the
Company undertakes no obligation to update forward-looking
statements if these beliefs, estimates and opinions or other
circumstances should change, except as required by applicable
securities laws. Investors are cautioned against attributing undue
certainty to forward-looking statements. Neither 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. OSI
Geospatial Inc. CONTACT: Jim Girard, CFO+1 778-373-4600+1 888 880
9797+1 778-373-0027 (FAX)invest@osigeospatial.com
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