Vancouver, BC, April 11, 2005--(T-Net)--Offshore Systems International Ltd. announced that the Company had received shareholder approval for a private placement of up to CDN$19.5 million at its annual general meeting held in Vancouver today. The private placement is expected to close next week.
"This is a very significant event for OSI. For a micro-cap company to achieve a financing of this size is quite unique," said John Jacobson, OSI President and CEO. "The financing was oversubscribed, which demonstrates significant market support for our business plan. It gives us the resources to pursue growth to a larger Company and greatly expands our customer and market opportunities."
Jacobson said he wanted to thank all OSI shareholders for their approval of the financing terms. The resolution passed with more than 97 per cent support of the votes cast. "We are very excited by the opportunity the financing presents to capitalize on our large market potential, and realize our vision of electronic geography for defence and homeland security applications."
The financing was led by SDS Capital Group SPC, Ltd. as a principal investor. C.E. Unterberg, Towbin acted as exclusive placement agent to offer the securities on a best efforts basis to other institutions and accredited investors. Approximately 90 per cent of the investors are from the United States.
The proceeds of the financing will be used to pursue acquisitions, to increase available cash for operations, and to redeem 57,711 issued and outstanding Class B Series 1 preference shares held by two institutional investors at a cost of approximately CDN$2.9 million. The redemption allows all of the new investors in this offering to be senior in the capital structure.
Shareholders of the Company also approved all other resolutions at the meeting. These included:
- Alteration of the Company's Notice of Articles and Articles to delete the "Pre-existing Company Provisions";
- Deletion of existing Articles of the Company and adoption of new Articles of the Company, which contain updated provisions based on the new Business Corporations Act (British Columbia);
- Alteration of the authorized share capital of the Company by increasing the authorized number of common shares from 100,000,000 to an unlimited number and by creating an unlimited number of Class C preference shares without par value;
- Re-appointing Ernst & Young LLP, as auditor; and
- Electing as Directors: Brinton E. Coxe, John A. Jacobson, Raymond W. Johnston, Helmut F. Lobmeier, Walter P. Purio, and Gerald J. Shields.
About Offshore Systems International Ltd.:
Offshore Systems International Ltd. (OSI) is the pioneer in geospatial intelligence and the world leading fleet supplier of electronic chart systems and software for navigation and situational awareness in NATO and allied markets. The Company's core competency is electronic geography and the production, management and display of many forms of geographic data. The Company provides display systems and data for several defence, government and commercial customers, and conducts its operations through three business units: OSI Navigation Systems (moving map display systems and software), OSI Applications (situational awareness products and services for command and control systems) and OSI Geomatics (digital map and electronic chart data production services: land and marine). OSI's common shares are listed for trading on the Toronto Stock Exchange (TSX: OSI) and the OTC Bulletin Board (OTCBB: OFSYF). Please visit OSI's website at www.osil.com for more information and the latest Company updates.
Forward-Looking Statements:
This news release contains discussion of items that may constitute forward-looking statements within the meaning of securities laws including Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended, with respect to achieving corporate objectives, developing additional project interests, OSI's analysis of opportunities in the acquisition and development of various project interests and other matters. These statements are made under the 'safe harbour' provisions of the Private Securities Litigation Reform Act of 1995 and, as such, involve known and unknown risks and uncertainties and other factors that may cause the actual results to be materially different from the results implied herein. Although Offshore Systems International believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Factors that could cause actual results to differ from expectations include the effects of general economic conditions, changing foreign exchange rates, actions by government authorities, uncertainties associated with contract negotiations, and industry supply.
For further information please contact: Offshore Systems International Ltd., Deborah Somerville, Director, Corporate Communications, Phone: 1-888-880-9797 or (604) 904-4627