Latest news with #Offering
Yahoo
6 days ago
- Business
- Yahoo
High Tide Resources Announces Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES TORONTO, Aug. 06, 2025 (GLOBE NEWSWIRE) -- High Tide Resources Corp. ('High Tide Resources' or the 'Company') (CSE: HTRC) is pleased to announce its intention to complete a non-brokered private placement offering of up to 6,000,000 common shares of the Company (the 'Common Shares') at a price of $0.05 per Common Share for aggregate gross proceeds of up to $300,000 (the 'Offering'). The Offering may be increased by up to 25% of the size of the Offering such that the Company may issue an additional 1,500,000 Common Shares for additional gross proceeds of $75,000. The net proceeds from the issue and sale of the Common Shares will be used for metallurgical testwork of the Labrador West Iron Project and for general corporate and working capital purposes. It is expected that the Offering will close on or about August 22, 2025 (the "Closing Date") or such other date or dates that the Company may determine, subject to the receipt of all required approvals, including acceptance of the Canadian Securities Exchange (the 'CSE'). All securities issued and issuable in connection with the Offering will be subject to a hold period of four months and one day from the Closing Date, in accordance with applicable Canadian securities laws. The securities issued under the Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and were not to be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful. About High Tide Resources Corp. High Tide is focused on and committed to the development of mineral projects critical to infrastructure development using industry best practices combined with a strong social license from local communities. High Tide owns a 100% interest in the Labrador West Iron Project which hosts a NI 43-101 Inferred iron resource of 654.9 Mt @ 28.84% Fe and is located adjacent to IOCC's Carol Lake Mine in Labrador City, NL. This resource is exposed at surface and was pit constrained for an open-pit mining scenario. The Technical Report was filed on SEDAR on April 6, 2023 and was authored by Ryan Kressall P. Geo, Matthew Herrington, P. Geo, Catharine Pelletier, P. Eng. and Jeffrey Cassoff P. Eng. The Company also owns a 100% interest in the Lac Pegma copper-nickel-cobalt deposit located 50 kilometres southeast of Fermont, Quebec. Further details on the Company, including a NI 43-101 technical report on the Labrador West Iron property can be found on the Company's website at Qualified Person The technical information contained in this news release has been approved by Steve Roebuck Director, President and Interim CEO of High Tide, who is a Qualified Person as defined in National Instrument 43-101 - Standards of Disclosure for Mineral Projects. For further information, please contact: Steve RoebuckDirector, President & Interim CEOMobile: (905) 741-5458Email: sroebuck@ Cautionary Note Regarding Forward-Looking Statements: This news release includes certain "forward-looking statements" which are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company's future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as 'believes', 'anticipates', 'expects', 'estimates', 'may', 'could', 'would', 'will', or 'plan'. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although these statements are based on information currently available to the Company, the Company provides no assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward-looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the size of the Offering, the completion and terms of the Offering, the use of the proceeds from the Offering, the Closing Date, the Company's objectives, goals or future plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration and mine development plans, timing of the commencement of operations and estimates of market conditions. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to: the ability to anticipate and counteract the effects of COVID-19 pandemic on the business of the Company, including without limitation the effects of COVID-19 on the capital markets, commodity prices supply chain disruptions, restrictions on labour and workplace attendance and local and international travel, failure to receive requisite approvals in respect of the foregoing, failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the inability to complete a feasibility study which recommends a production decision, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Wire
6 days ago
- Business
- Business Wire
MSCI Prices $1.25 Billion 5.250% Senior Unsecured Notes Due 2035
NEW YORK--(BUSINESS WIRE)--MSCI Inc. (NYSE: MSCI), a leading provider of critical decision support tools and services for the global investment community, announced today that it priced its registered public offering of $1.25 billion aggregate principal amount of 5.250% senior unsecured notes due 2035 (the "notes") at an issue price of 99.417% (the "Offering"). Interest on the notes will be 5.250% per annum, and will be payable in cash semi-annually, beginning on March 1, 2026. Interest on the notes will begin accruing from August 8, 2025. The Offering is expected to settle on August 8, 2025, subject to customary closing conditions. MSCI intends to use the net proceeds from the Offering to repay outstanding borrowings under its revolving credit facility and to pay related fees and expenses, with remaining amounts to be used for general corporate purposes, which may include, without limitation, potential repurchases of its common stock, investments and acquisitions. J.P. Morgan and BofA Securities are acting as lead book-running managers for the Offering and Goldman Sachs & Co. LLC, Morgan Stanley, Citizens Capital Markets, RBC Capital Markets and TD Securities are acting as joint book-running managers. Credit Agricole CIB, Huntington Capital Markets, M&T Securities, Scotiabank and R. Seelaus & Co., LLC are acting as co-managers. MSCI has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission ('SEC') for the Offering to which this communication relates. The registration statement automatically became effective upon filing on March 8, 2024. A prospectus supplement relating to Offering will be filed with the SEC. Before you invest, you should read the base prospectus in that registration statement, the preliminary prospectus supplement, the prospectus supplement once available and the other documents MSCI has filed with the SEC for more complete information about MSCI and this Offering. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, MSCI, any underwriter or any dealer participating in the Offering will arrange to send investors the prospectus and prospectus supplement upon request by contacting J.P. Morgan Securities LLC by telephone (collect) at (212) 834-4533 or BofA Securities, Inc. by telephone at 1-800-294-1322 or by email at This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. About MSCI Inc. MSCI is a leading provider of critical decision support tools and services for the global investment community. With over 50 years of expertise in research, data and technology, we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions that clients use to gain insight into and improve transparency across the investment process. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Offering. These forward-looking statements relate to future events or to future financial performance and involve underlying assumptions, as well as known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as 'may,' 'could,' 'expect,' 'intend,' 'plan,' 'seek,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential' or 'continue,' or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI's control and that could materially affect actual results, levels of activity, performance or achievements. Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission ('SEC') on February 7, 2025 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks, uncertainties or other matters materialize, or if MSCI's underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI's operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.
Business Wire
6 days ago
- Business
- Business Wire
MSCI Launches Public Offering of Senior Unsecured Notes
NEW YORK--(BUSINESS WIRE)--MSCI Inc. (NYSE: MSCI), a leading provider of critical decision support tools and services for the global investment community, announced today that it has commenced an offering of senior unsecured notes (the 'notes') in a registered public offering (the 'Offering'). The proposed Offering is subject to market and other conditions. MSCI intends to use the net proceeds from the Offering to repay outstanding borrowings under its revolving credit facility and to pay related fees and expenses, with remaining amounts to be used for general corporate purposes, which may include, without limitation, potential repurchases of its common stock, investments and acquisitions. J.P. Morgan and BofA Securities are acting as joint book-running managers for the Offering. MSCI has filed a registration statement (including a prospectus and a preliminary prospectus supplement) with the Securities and Exchange Commission ('SEC') for the Offering to which this communication relates. The registration statement automatically became effective upon filing on March 8, 2024. Before you invest, you should read the base prospectus in that registration statement, the preliminary prospectus supplement and the other documents MSCI has filed with the SEC for more complete information about MSCI and this Offering. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, MSCI, any underwriter or any dealer participating in the Offering will arrange to send investors the prospectus and preliminary prospectus supplement upon request by contacting J.P. Morgan Securities LLC by telephone (collect) at (212) 834-4533 or BofA Securities, Inc. by telephone at 1-800-294-1322 or by email at This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. About MSCI Inc. MSCI is a leading provider of critical decision support tools and services for the global investment community. With over 50 years of expertise in research, data and technology, we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions that clients use to gain insight into and improve transparency across the investment process. Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the proposed Offering. These forward-looking statements relate to future events or to future financial performance and involve underlying assumptions, as well as known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as 'may,' 'could,' 'expect,' 'intend,' 'plan,' 'seek,' 'anticipate,' 'believe,' 'estimate,' 'predict,' 'potential' or 'continue,' or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI's control and that could materially affect actual results, levels of activity, performance or achievements. Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI's Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the Securities and Exchange Commission ('SEC') on February 7, 2025 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks, uncertainties or other matters materialize, or if MSCI's underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI's current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI's operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.
Cision Canada
31-07-2025
- Business
- Cision Canada
SPC Nickel Closes $3.5 Million Rights Offering Backstopped by Dundee Corporation
SUDBURY, ON, /CNW/ - SPC Nickel Corp. (TSXV: SPC) (" SPC" or the " Corporation") and Dundee Corporation (TSX: DC.A) are pleased to announce the closing of SPC's previously announced rights offering (the " Rights Offering"), pursuant to which the Corporation issued rights (" Rights") to the holders of its common shares (the " Common Shares") at the close of business (Toronto time) on June 24, 2025. The Corporation issued 175,000,000 Common Shares at a subscription price of $0.02 per Common Share for aggregate gross proceeds of $3,500,000. The net proceeds of the Rights Offering will be used to conduct the first modern airborne geophysical surveys in over 20 years on the Corporation's 470 km 2 polymetallic Muskox property and the advancement of the West Graham Deposit via a series of environmental, geotechnical and metallurgical studies. In addition, the Corporation plans to evaluate a number of very high conductivity electromagnetic targets on the broader Lockerby East property for high-grade polymetallic sulphide mineralization. The remainder of the proceeds will be used for general corporate purposes. In connection with the Rights Offering, the Corporation entered into a standby purchase and investor rights agreement dated June 11, 2025 (the " Standby Commitment Agreement") with Dundee Resources Limited (the " Standby Purchaser"), a wholly-owned subsidiary of Dundee Corporation, pursuant to which the Standby Purchaser agreed, subject to certain terms and conditions, to exercise its basic subscription privilege and additional subscription privilege in respect of any Rights it holds, and, in addition thereto, to acquire any additional Common Shares available as a result of any unexercised Rights under the Rights Offering (the " Standby Commitment"), such that the Corporation was, subject to the terms of the Standby Commitment Agreement, guaranteed to issue 175,000,000 Common Shares in connection with the Rights Offering. The Corporation issued a total of 93,963,117 Common Shares under the basic subscription privilege and 15,987,389 Common Shares under the additional subscription privilege. The Standby Purchaser acquired a total of 31,468,238 Common Shares under its basic subscription privilege. Pursuant to the Standby Commitment, the Standby Purchaser acquired an additional 65,049,494 Common Shares under the Standby Commitment Agreement at a subscription price of $0.02 for aggregate gross proceeds to the Corporation of $1,300,989.88. To the knowledge of the Corporation, after reasonable inquiry, no person that was not an insider of SPC before the distribution under the Rights Offering became an insider as a result of the distribution under the Rights Offering. To the knowledge of the Corporation, after reasonable inquiry, insiders, directors and officers of the Corporation before the distribution under the Rights Offering, which includes the Standby Purchaser, as a group, acquired 33,359,576 Common Shares under the basic subscription privilege and 1,306,321 Common Shares under the additional subscription privilege for an aggregate of 34,665,897 Common Shares acquired under the Rights Offering, representing total subscription proceeds of $693,317.94. Other persons, as a group, acquired 60,603,541 Common Shares under the basic subscription privilege and 14,681,068 Common Shares under the additional subscription privilege for an aggregate of 75,284,609 Common Shares acquired under the Rights Offering, representing total subscription proceeds of $1,505,692.18. As consideration for the Standby Commitment, the Corporation issued to the Standby Purchaser 16,262,374 non-transferable compensation warrants (the " Compensation Warrants"). Each Compensation Warrant entitles the Standby Purchaser to purchase one (1) Common Share at a price of $0.05 per Common Share for a period of 60 months from the date of issuance. Immediately following the closing of the Rights Offering, there are 368,053,825 Common Shares issued and outstanding. No fees or commissions were paid in connection with the solicitation of the exercise of Rights under the Rights Offering. The participation in the Rights Offering by certain "related parties" of the Corporation, namely the Standby Purchaser, certain directors and senior officers, under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101") is exempt from the related party transaction rules pursuant to section 5.1(k)(ii) of MI 61-101. The Common Shares issuable upon exercise of the Rights have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Corporation. There shall be no offer or sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of such securities under the laws of any such jurisdiction. The Rights Offering remains subject to the final approval of the TSX Venture Exchange (the " Exchange"). Early Warning Disclosure Prior to the Rights Offering, the Standby Purchaser and its affiliates owned, and exercised control and direction over, 34,714,650 Common Shares and share purchase warrants exercisable for the issuance of an additional 3,000,000 Common Shares (the " Warrants"), representing an approximately 17.98% interest in the Corporation on a undiluted basis and an approximately 19.24% interest in the Corporation on a partially diluted basis (assuming the full exercise of the Warrants). Immediately following completion of the Rights Offering, the Standby Purchaser and its affiliates own, and exercise control and direction over, an aggregate of 131,232,382 Common Shares (comprised of an aggregate of 34,714,650 Common Shares held at the time of announcement of the Rights Offering, an aggregate of 31,468,238 Common Shares acquired pursuant to the exercise of Rights pursuant to the Rights Offering, and an aggregate of 65,049,494 Common Shares acquired pursuant to the Standby Commitment) and share purchase warrants exercisable for the issuance of an additional 19,262,374 Common Shares (inclusive of the Warrants and the Compensation Warrants), representing an approximately 35.66% interest in the Corporation on a undiluted basis, and an approximately 38.86% interest in the Corporation on a partially-diluted basis (assuming the full exercise of the 3,000,000 Warrants and 16,262,374 Compensation Warrants). The Standby Purchaser acquired the securities of SPC for investment purposes only. The Standby Purchaser intends to review, on a continuous basis, various factors related to its investment, including (but not limited to) the price and availability of the securities of SPC, subsequent developments affecting SPC or its business, and the general market and economic conditions. Based upon these and other factors, the Standby Purchaser may decide to purchase additional securities of SPC or may decide in the future to sell all or part of its investment. This news release is being issued in accordance with National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report. The early warning report with respect to the acquisition will be filed on the System for Electronic Data Analysis and Retrieval+ at under SPC's profile. To obtain a copy of the early warning report filed by the Standby Purchaser, please contact: Dundee Corporation, Legal Department, 80 Richmond Street West, Suite 2000, Toronto, Ontario M5H 2A4, Tel: (416) 365-5172. About SPC Nickel Corp. SPC Nickel Corp. is a Canadian public corporation focused on exploring for Ni-Cu-PGMs within the world class Sudbury Mining Camp and in Nunavut. SPC Nickel is currently exploring its key 100% owned exploration project Lockerby East located in the heart of the historic Sudbury Mining Camp that includes the West Graham Resource and the LKE Resource. SPC Nickel also holds two additional projects across Canada consisting of the large camp-scale Muskox Project (located in Nunavut) and the past producing Aer-Kidd Project (located in the Sudbury Mining Camp). The Company continues to look for new opportunities to add shareholder value. About Dundee Corporation: Dundee Corporation is a public Canadian independent holding company, listed on the Toronto Stock Exchange under the symbol "DC.A". Through its operating subsidiaries, Dundee Corporation is an active investor focused on delivering long-term, sustainable value as a trusted partner in the mining sector with more than 30 years of experience making accretive mining investments. Caution Regarding Forward-Looking Statements: Certain of the statements made and information contained herein is "forward-looking information" within the meaning of National Instrument 51-102 - Continuous Disclosure Obligations of the Canadian Securities Administrators. These statements and information are based on facts currently available to the Corporation and there is no assurance that actual results will meet management's expectations. Forward-Looking statements and information may be identified by such terms as "anticipates", "believes", "targets", "estimates", "plans", "expects", "may", "will", "could", "intends", "entitles", or "would". While the Corporation considers its assumptions to be reasonable as of the date hereof, forward-looking statements and information are not guarantees of future performance and readers should not place undue importance on such statements as actual events and results may differ materially from those described herein. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. The forward- looking statements in this news release include, without limitation, statements with respect to the intended use of proceeds from the Rights Offering, Dundee's plans for its investment in the Corporation, and the final approval of the Rights Offering from the Exchange. All forward-looking information contained in this press release is given as of the date hereof, and is based on the opinions and estimates of management and information available to management as of the date hereof. The Corporation disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release. SOURCE SPC Nickel Corp.
Business Wire
29-07-2025
- Business
- Business Wire
AST SpaceMobile Announces Closing of Private Offering of $575.0 Million of Convertible Senior Notes Due 2032
MIDLAND, Texas--(BUSINESS WIRE)--AST SpaceMobile, Inc. (' AST SpaceMobile ') (NASDAQ: ASTS), the company building the first and only space-based cellular broadband network accessible directly by everyday smartphones, and designed for both commercial and government applications, today announced the closing of $575.0 million aggregate principal amount of convertible senior notes due 2032 (the 'notes') including the exercise in full of the option granted to the initial purchasers to purchase up to $75.0 million aggregate principal amount of notes. 'This successful financing meaningfully strengthens our company resources above $1.5 billion in cash, positioning us to scale quickly with the deployment of the world's first and only space-based cellular broadband network,' said Abel Avellan, Founder, Chairman, and CEO of AST SpaceMobile. Scott Wisniewski, AST SpaceMobile President, added: 'The notes pair a seven year maturity with an effective conversion price of $120.12 per share, balancing near-term funding needs with long-term shareholder value creation.' As part of the transaction, AST SpaceMobile purchased a capped call hedge to increase the effective conversion premium to 100% of the last reported sale price of AST SpaceMobile's Class A common stock on July 24, 2025. As a result of the related capped call transactions, dilution or cash obligations upon a conversion of the notes should be mitigated by the increase in the effective conversion price of the notes to $120.12 per share of AST SpaceMobile's Class A common stock. The effective dilution to existing shareholders would be less than 1.5% at the effective conversion price. AST SpaceMobile has the optionality to settle any conversions in cash, shares of its Class A common stock, or a combination of cash and shares to further influence potential dilution or cash obligations upon any future conversion of the notes. AST SpaceMobile also previously announced the pricing of a separate registered direct offering of approximately 5.8 million shares of its Class A common stock (the 'Registered Direct Offering'). AST SpaceMobile intends to use the net proceeds of the Registered Direct Offering, together with cash on hand of approximately $0.9 million, to repurchase $135.0 million principal amount of its outstanding 4.25% convertible senior notes due 2032 (the 'Repurchase'), removing approximately $37.8 million of remaining interest on such repurchased notes. Both the closing of the Registered Direct Offering and the Repurchase are expected to take place on or about July 31, 2025. The transactions are cross-conditional. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of AST SpaceMobile's Class A common stock. This press release does not constitute an offer to buy, or a solicitation of any offer to sell, any 4.25% convertible senior notes due 2032. About AST SpaceMobile AST SpaceMobile is building the first and only global cellular broadband network in space to operate directly with standard, unmodified mobile devices based on our extensive IP and patent portfolio. Our engineers and space scientists are on a mission to eliminate the connectivity gaps faced by today's approximately five billion mobile subscribers and finally bring broadband to the billions who remain unconnected. For more information, follow AST SpaceMobile on YouTube, X (Formerly Twitter), LinkedIn and Facebook. Watch this video for an overview of the SpaceMobile mission. Forward-Looking Statements This communication contains 'forward-looking statements' that are not historical facts, including statements regarding AST SpaceMobile's plans for growth, the potential dilution or cash obligations relating to the conversion of the notes, the use of the net proceeds from the sale of the notes, the future settlement of the conversion of the notes, the potential dilution and interest savings from the Registered Direct Offering and the Repurchase, and whether the Registered Direct Offering and the Repurchase will be consummated in the anticipated amounts, or at all. These forward-looking statements can be identified by the use of forward-looking terminology, including the words 'believes,' 'estimates,' 'anticipates,' 'expects,' 'intends,' 'plans,' 'may,' 'will,' 'would,' 'potential,' 'projects,' 'predicts,' 'continue,' or 'should,' or, in each case, their negative or other variations or comparable terminology. These forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. AST SpaceMobile cautions that the foregoing list of factors is not exclusive. AST SpaceMobile cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors in AST SpaceMobile's Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 3, 2025, its Form 10-Q for the fiscal quarter ended March 31, 2025 filed with the SEC on May 12, 2025, and the future reports that it may file from time to time with the SEC. AST SpaceMobile's securities filings can be accessed on the EDGAR section of the SEC's website at Except as expressly required by applicable securities law, AST SpaceMobile disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
