OSI Geospatial Inc. receives conditional approval for TSXV delisting and Plan of Arrangement

    




 VANCOUVER, June 11, 2012 /CNW/ - OSI Geospatial Inc.  ("OSI"  or the "Company") is pleased to announce that the TSX Venture Exchange  ("TSXV") has conditionally approved the Company's previously announced  delisting from the TSXV and going private transaction to be completed  by way of a court approved Plan of Arrangement (the "Transaction").  Subject to and following the requisite approval by the Company's  shareholders, receipt of final court approval from the Supreme Court of  British Columbia, and final approval of the TSXV, the Company will  delist from the TSXV and close the Transaction shortly thereafter. The  Transaction is expected to close in July 2012. 

 The Transaction provides, among other things, that (i) each Class "B"  Series 2 Preference Shares (a "Preferred Share") held by a preferred  shareholder will be converted into common shares of the Company at a  conversion rate of 156.667 Common Shares; and (ii), all issued and  outstanding common shares will be consolidated on a 250,000 to 1 basis  and common shareholders holding less than one post-consolidation common  share will be paid $0.060 in cash. 

 The Company's board of directors unanimously approved the Transaction  and has recommend approval to the Company's shareholders at the special  meeting of shareholders to be held on June 21, 2012 (the "Meeting").  The Transaction requires 66 2/3% approval by shareholders of OSI as  well as an approval of the majority of the common shareholders after  excluding Insiders. 

 Further details regarding the Transaction are set out in the management  information circular dated May 16, 2012, which is available under the  Company's profile on SEDAR. 

 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  Transaction and regulatory and court approvals, 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 GirardChief Financial Officer and Secretary+1 778-373-4600+1 888 880 9797+1 778-373-0027 (FAX)[e-mail] 


    

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