Mr. Scott Larson reports

URTHECAST CORP. ANNOUNCES UPSIZING OF "BOUGHT DEAL" FINANCING

UrtheCast Corp. has entered into a revised agreement with a syndicate of underwriters led by Raymond James Ltd., pursuant to which the underwriters have now agreed to purchase 21,625,000 subscription receipts of the company at a price of $4 per subscription receipt, for aggregate gross proceeds of $86.5-million. As previously announced, the net proceeds from the offering will be used by UrtheCast to finance, in part, the purchase price of the acquisition of Elecnor SA's Earth observation business, which is expected to close on or before Aug. 21, 2015. For further details on the acquisition, see UrtheCast's press release dated June 22, 2015, or the investor presentation dated June 22, 2015, filed on UrtheCast's SEDAR profile.

Under the amended terms of the offering, the company has agreed to grant the underwriters an 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 overallotments, if any. If the overallotment option is exercised in full, an additional $12,975,000 will be raised pursuant to the offering, and the aggregate gross proceeds of the offering will be $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 in exchange for each subscription receipt.

The subscription receipts will be issued pursuant to a 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 per cent of the underwriters' commission payable in connection with the offering 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, 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 remaining 50 per cent 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 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, 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 overallotment 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.

We seek Safe Harbor.