UrtheCast Corp. (TSX:UR) entered into a binding term sheet agreement to acquire GEOSYS Inc. from Land O'Lakes, Inc. for $20 million on August 14, 2018. UrtheCast Corp. (TSX:UR) entered into a definitive agreement to acquire GEOSYS Inc. from Land O'Lakes, Inc. on November 6, 2018. Under the terms of the agreement, UrtheCast will pay $5 million to Land O'Lakes for 100% of the ownership of Geosys on the first closing of the transaction, $5 million within nine months of the first closing and $10 million for the acquisition of the Geosys IP on the second closing of the transaction. Land O’Lakes, through its WinField United crop inputs and insights business will retain ownership of all intellectual property connected to its R7 Tool and farm-gate applications. Land O'Lakes has also agreed to provide to UrtheCast certain services and a license to the Geosys IP from the first closing until the second closing under an interim services agreement. Upon the first closing, UrtheCast will take ownership of Geosys’ software for accessing, processing, cataloguing and retrieving of images. Upon the first closing, UrtheCast will enter into a new 13-year agreement to provide Land O'Lakes with certain services currently provided by Geosys to Land O'Lakes with total annual fees payable to UrtheCast in excess of $10 million per year, and an increased rate at such time as the UrtheDaily Constellation is operational. As of August 14, 2018, UrtheCast has reached an agreement in principle with the Backstop Party to extend to UrtheCast an unsecured revolving credit facility of up to $20 million. UrtheCast intends to fund the acquisition of Geosys with a combination of available funds and debt for which it has obtained binding commitments. UrtheCast entered into a $12 million term loan with a group of lenders led by Bolzano Investments Limited and 1112099 B.C. Ltd. The proceeds of the term loan will be used for repay existing debt, fund the first installment for the acquisition and for general corporate purposes. In satisfaction of conditions required by the lenders, Bolzano has appointed Mr. Pirmin Lüönd as a Director of UrtheCast. Approximately $7.7 million of the term loan was advanced on January 14, 2019, with approximately $5 million used to repay the existing note and $2.5 million used to fund the first installment for the Geosys Acquisition. The balance of the term loan will be advanced upon the satisfaction of certain conditions required by the lenders, including the completion of definitive documentation relating to the security of the term loan and the lenders' conditions described above, which is expected to occur on or about January 18, 2019. In the event this Agreement is terminated, UrtheCast shall pay the Land O'Lakes a termination fee of $0.75 million within two business days of the termination of the agreement and similarly Land O'Lakes shall pay the UrtheCast a termination fee of $0.75 million in case of termination. The transaction is subject to confirmatory due diligence, entering into definitive agreements, respective board approvals, the transfer of certain intellectual property as part of a pre-closing internal reorganization and other conditions customary for transactions of this nature. The first closing is expected to occur by November 6, 2018 and full completion of the transaction is expected to occur in approximately 24 months. As of November 7, 2018, the first closing of the transaction is expected to occur in 2018 and the second closing is expected to occur within 27 months of the first closing. UrtheCast Corp. (TSX:UR) completed the acquisition of GEOSYS Inc. from Land O'Lakes, Inc. on January 14, 2019. As on January 14, 2019, UrtheCast announced the first closing of the acquisition and payment of first installment of $5 million to Land O'Lakes. The second installment of $5 million is payable on October 14, 2019 and the balance of $10 million is payable upon the transfer of certain intellectual property from Land O'Lakes prior to April 13, 2021.