URTHECAST CORP. ANNUAL INFORMATION FORM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019

May 4, 2020

GENERAL MATTERS AND FORWARD-LOOKING STATEMENTS	1
Forward-Looking Statements	1
CORPORATE STRUCTURE	6
Name, Address and Incorporation	6
Intercorporate Relationships	6
GENERAL DEVELOPMENT OF THE BUSINESS	7
Three Year History	8
OptiSAR Technology	8
UrtheDaily Constellation and Data Buy Contracts	8
GEOSYS Acquisition	10
UrthePipeline	10
Engineering Services	11
Financings	12
Government Funding	16
Corporate Developments	17
DESCRIPTION OF THE BUSINESS	18
General	18
Products and Services	19
Geo-analytics and Value-Added Services	19
Earth Observation	20
Engineering Services and UrthePipeline	20
Market	21
Geo-analytics and Value-Added Services	21
Earth Observation Data Sales	22
Engineering Services	23
Distribution – EO Data Sales and Geoanalytics	23
Marketing Plan and Strategy	23
Monetization and Pricing	23
Specialized Skill and Knowledge	24
Competitive Conditions Strategic Relationships	24 25
SSTL	25
Global Imaging Partners	25
Elecnor Deimos Space	25
Components	26
Intellectual Property	26
Economic Dependence	27
Employees	27
Foreign Operations	28
RISK FACTORS	28
Risks Related to Cash Flow Constraints	28
Risks Related to the Company's Ability to Continue as a Going Concern	29
Risks Related to Liquidity	30
Risks Related to Negative Cash Flows	31
Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally	31
Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily
Constellation	33
Risks Related to Lack of Revenue and Additional Funds	34
Risks Related to the Acquisition and Integration of GEOSYS	35
Risks Related to the Relationship with Land O' Lakes and WinField	35

Risks Related to Global Economic Conditions and COVID-19	36
Risks Related to the Financing, Development and Monetization of the OptiSAR Technology	36
Risks Related to the Operation of the Deimos-1 and Deimos-2 Satellites and the Expected
Operation of the UrtheDaily Constellation	36
Risks Related to Legal Proceedings	37
Risks Related to Reliance on Key Agreements and Relationships	38
Risks Related to the Global Imaging Partners	38
Risks Related to Obtaining Funding in case of Loss of or Damage to a Satellite	38
Risks Related to Limited Insurance Coverage and Availability of Adequate Insurance	39
Risks Related to Failure to Obtain, or Loss of, Regulatory Approvals	39

Risks Related to A Sale of Deimos Imaging	40
Risks Related to Government Funding	40
Risks Related to Dilution and Potential Dilution and the Preferred Shares	41
Risks Related to the Value of the Common Shares Due to Provisions in UrtheCast's Corporate
Charter Documents and Applicable Canadian laws	41
Risks Related to Provision of Services by Elecnor	42
Risks Related to Cybersecurity and Breaches of Information Systems	42
Risks Related to Intellectual Property	43
Risks Related to Infrastructure	45
Risks Related to Failure to Protect EO Data	45
Risks Related to Failure to Gain Market Acceptance	46
Risks Related to Changes in Technology	46
Risks Related to Competition and Loss of Market Share	47
Risks Related to Dependence on Foreign Data Distributors	47
Risks Related to Changes in Laws and Regulations and Political Developments	48
Risks Related to Operating in Foreign Jurisdictions	48
Risks Related to Third Party Credit Risk	49
Risks Related to Currency Exchange Rate	49
Risks Related to Liquidity of Common Shares	49
Risks Related to Market Price Volatility of Common Shares	50
Risks Related to Dividends	50
Risks Related to UrtheCast's Directors, Officers and Employees	50
Risks Related to Privacy and Consumer Protection Laws	51
Risks Related to the Prior Business of Longford	51
Risks Related to a Sale or Licensing Arrangement in Respect of the ISS Cameras	51

DIVIDENDS	51

DESCRIPTION OF CAPITAL STRUCTURE	52
Common Shares	52
Preferred Shares	52
As of the date of this AIF, no Preferred Shares are outstanding.	52
Warrants	52
Options	53
Share Units	53

MARKET FOR SECURITIES	54
Trading Price and Volume	54
Prior Sales	54

Common Shares	55
Options	55
Restricted Share Units	55
Warrants	56
Debentures	56
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON
TRANSFER	56

DIRECTORS AND OFFICERS	57
Corporate Cease Trade Orders or Bankruptcies	59

Penalties or Sanctions	59

Personal Bankruptcies	60
Conflicts of Interest	60
Promoters	60
LEGAL PROCEEDINGS AND REGULATORY ACTIONS	60
INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS	61
TRANSFER AGENT AND REGISTRAR	61
MATERIAL CONTRACTS	61
INTERESTS OF EXPERTS	62
ADDITIONAL INFORMATION	62
AUDIT COMMITTEE	63
Composition of the Audit Committee	63
Relevant Education and Experience	63
The Audit Committee's Charter	63
Audit Committee Oversight	64
Pre-Approval Policies and Procedures	64
External Auditor Service Fees by Category	64
AUDIT COMMITTEE CHARTER	1

GENERAL MATTERS AND FORWARD-LOOKING STATEMENTS

Unless otherwise indicated, information contained in this Annual Information Form ("AIF") is provided as at December 31, 2019. Unless the context otherwise requires, all references in this AIF to "UrtheCast" and the "Company" refer to EVC (as defined below under the heading "Corporate Structure") prior to the completion of the Formation Transaction (as defined below under the heading "Corporate Structure") and UrtheCast Corp. and its operating subsidiaries, unless the context otherwise requires, after the completion of the Formation Transaction. In this AIF, references to "\$", "Cdn\$", "dollars" or "Canadian dollars" are to Canadian dollars and references to "US\$" are to United States dollars.

This AIF is prepared as of May 4, 2020. You should read this AIF in conjunction with the Company's audited annual financial statements and accompanying notes for the year ended December 31, 2019 (the "Annual Financial Statements"), and the related management's discussion and analysis ("Annual MD&A") thereon, which are available under the Company's issuer profile on SEDAR at www.sedar.com. The Company presents its financial statements and management's discussion and analysis in Canadian dollars and in accordance with International Financial Reporting Standards (IFRS).

Forward-Looking Statements

This AIF contains forward-looking statements or forward-looking information under applicable Canadian securities legislation that may not be based on historical fact that relate to the Company's current expectations and views of future events.

In some cases, these forward-looking statements can be identified by words or phrases such as "may", "will", "expect", "anticipate", "estimate", "intend", "plan", "seek", "believe", "potential", "continue", "is/are likely to", "could", "would", "should" or the negative of these terms, or other similar expressions intended to identify forwardlooking statements. Forward-looking statements are necessarily based on estimates and assumptions made by the Company in light of its experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company believes are appropriate.

In this AIF, these forward-looking statements include, among other things, statements relating to:

expectations with respect to the Company's ability to raise capital and to continue as a going concern;
expectations regarding UrtheCast's ability to meet its obligations, financial covenants and satisfy its liabilities under its existing indebtedness, including arranging for needed deferrals of deadlines to permit additional time to complete an alternative financing for the UrtheDaily Constellation (as defined below), and the acquisition agreement in respect of GEOSYS (as described below);
UrtheCast's expectations with respect to its ability to raise proceeds from a subordinated debt or equity offering, achieve the required leverage and contracted value ratios and otherwise satisfy the conditions of its indebtedness and business needs generally;
expectations regarding the financing, development, build and launch of the UrtheDaily Constellation (as defined below under "General Development of the Business – Three Year History – UrtheDaily Constellation");
expectations regarding the Company's efforts to find alternative means of monetizing the value of the Company's SAR technology and related intellectual property ("IP");
expectations regarding the approvals of government regulators responsible for authorizing the sale or licensing of SAR IP and satellite sales, and customers' government budgetary process in respect thereof;
expectations with respect to the performance of, value of, and ability of the Company to sell imagery and value-added products and services from our own Deimos-1 and Deimos-2 satellites (until such time as this business is sold), from its Global Imaging Partners (as described below under the

heading "General Development of the Business"), and as produced by GEOSYS Technology Holding LLC ("GEOSYS");

plans for, timing of, and expansion of the Company's products and value-added services, including new or expanded geo-information and geo-analytics products and involvement of other verticals and industries;
expectations regarding the Company's relationship with its Global Imaging Partners and revenues derived therefrom;
expectations regarding the performance and growth of the business of GEOSYS and its related subsidiaries which were acquired by UrtheCast pursuant to the GEOSYS Acquisition (as defined below);
expectations regarding the Company's ability to satisfy the conditions required for the future payments to Land O' Lakes, Inc. ("Land O' Lakes") in respect of the GEOSYS Acquisition and to complete the second closing of such acquisition on the terms agreed, and complete the expected transfer of certain GEOSYS IP to UrtheCast (as further discussed below under the heading "General Development of the Business – Three Year History – GEOSYS Acquisition");
expectations regarding the WinField SLA (as defined below), and the Company's expected revenues thereunder over the remainder of its 13-year term, and the success of the ongoing relationship with Land O' Lakes in general;
expectations and risk assessments of the Company in respect of the Eastwood Litigation (as defined below), and the Company's expected success in resolving this litigation favourably to the Company, as well as other litigation matters that are ongoing and which, individually, are of a non-material nature;
expectations regarding a potential sale or other monetization of Deimos Imaging or some or all of its assets;
expectations regarding revenue, expenses and operations;
anticipated cash needs and the Company's needs for, and the Company's ability to secure, additional financing;
the Company's ability to protect, maintain and enforce its intellectual property rights;
the Company's ability to defend itself against third-party claims of infringement or violation of, or other conflicts with, intellectual property rights by the Company;
future growth and monetization plans, including in respect of the OptiSARTM technologies, other means of monetizing the Company's SAR IP, and the Company's expectations and plans regarding the build, launch and operation of the UrtheDailyTM satellite constellation (the "UrtheDaily Constellation") and value-added products and services;
expectations regarding the Company's ability to sign and carry out a manufacturing contract in respect of the UrtheDaily Constellation satellites and a launch contract to deliver them to orbit on reasonable economic terms and in accordance with the Company's anticipated schedule;
the Company's ability to monetize the cameras it previously operated aboard the International Space Station ("ISS Cameras");
expectations regarding the data-buy contracts entered into with prospective customers of the UrtheDaily Constellation, and the Company's ability to satisfy the conditions precedent in these data-buy contracts, or to modify or extend such contracts as may be required to accommodate the Company's current expectations regarding the launch schedule of the UrtheDaily Constellation, in order to receive revenues thereunder, and to finance the development, build, launch and commissioning of the UrtheDaily Constellation in general which is expected to be based in part on these expected data buy contract revenues;
expectations regarding its partnership agreement with Beijing Space View Technology Co. Ltd. ("Space View") and the anticipated commercial demand for the combined product offering of Space View's sensors and UrtheCast's sensors in the EO market;
expectations regarding its partnership agreement with SI Imaging Services ("SIIS") and the anticipated commercial demand for the combined product offering of SIIS' sensors and UrtheCast's sensors in the EO market;
expectations regarding additional tranches of government funding, such as that to be provided by the Government of Canada to help finance the development of technologies related to OptiSAR, UrthePipeline ground segment technologies, the UrtheDaily Constellation, or other infrastructure and software technologies related to the use or processing of EO imagery or development valueadded products and geo-analytics, and the receipt of repayable and non-repayable funds, or the ability of the Company to comply with funding conditions generally;
expectations regarding achieving payment and engineering milestones under the outstanding engineering services contract;
expectations regarding the Company's ability to secure a build contract with Surrey Satellite Technology Ltd. ("SSTL") or another satellite subcontractor and a satellite launch contract with a launch services provider in respect of the UrtheDaily Constellation;
expectations with respect to the Company's relationship with Environmental Systems Research Institute, Inc. ("Esri") and the performance of the Company's imagery service utilizing Esri's software platform (the "Esri Platform");
the acceptance by the Company's customers and the marketplace of new satellite imaging content, technologies, and geo-analytics products and solutions;
the Company's ability to attract new customers;
the Company's ability to attract and retain personnel;
the Company's competitive position and its expectations regarding competition;
regulatory developments and the regulatory environments in which the Company operates;
the Company's ability to comply with its debt service obligations and related covenants;
expectations regarding the debt and equity markets, and the Company's ability to obtain financing during a period of weakened and volatile markets, largely as a result of the global coronavirus pandemic related to the disease known as COVID-19;
anticipated trends and challenges in the Company's business and the markets in which it operates; and
the expectations of the Company and third-party industry research organizations regarding the future growth of the geo-information and geo-analytics industries and customer demand for daily global coverage from satellite constellations.

Such statements reflect the Company's current views with respect to future events and are subject to risks and uncertainties and are necessarily based upon a number of estimates and assumptions that, while considered reasonable by UrtheCast, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking statements, including, among others:

risks relating to the Company's inability to rectify its current cash constraints and its inability to continue as a going concern;
risks relating to the Company's ability to enter into a suitable financing arrangement for the UrtheDaily Constellation (see "General Development of the Business – Three Year History –

Financings – UrtheDaily Financing") on acceptable terms or at all, and other financing that may be required to fund the Company's general operations;

risks related to the Company's existing short- and long-term indebtedness, and its ability to comply with debt and repayment obligations and avoid the exercise of lenders' rights, including with respect to seizing secured assets, cross-defaults and other waivers that will be required to provide sufficient time to complete the proposed financings of the UrtheDaily Constellation;
risks relating to the Company not generating annual profit from its operating activities;
risks relating to any delays or failures in the financing, design, development, construction, launch and operational commissioning of the proposed UrtheDaily Constellation, including but not limited to the Company being unable to adequately finance the development, building, launch and commissioning of the UrtheDaily Constellation or to monetize the OptiSAR technology and SAR IP;
risks related to the global pandemic from the disease known as COVID-19 and the ongoing disruption to financial markets, supply chains, travel and economic activity generally, all of which may adversely affect or delay the execution of the Company's business strategy, its ability to access credit, obtain equity or debt financing, enforce or comply with agreements with vendors and suppliers, ensure continuity of operations and labour forces, or otherwise reduce its operations, revenues and cash flows;
risks relating to the loss, reduction in scope, termination, failure to satisfy conditions precedent or decline of the Company's agreements or relationships with SSTL, WinField (including the WinField SLA, as defined below), Land O' Lakes (including with respect to the second closing of the acquisition of GEOSYS, discussed below), and anchor customers for UrtheDaily Constellation data buy subscription agreements (see "General Development of the Business – Three Year History – UrtheDaily Constellation and Data Buy Contracts"), Esri and other key agreements;
risks related to the Company's ability to achieve the expected benefits, synergies and other economic advantages arising from the acquisition of GEOSYS;
risks related to the expected revenues derived through its Global Imaging Partners;
risks relating to the loss or reduction in scope of the Company's contract dated November 24, 2014, as amended, with a confidential customer for US\$65 million to provide engineering services and the Company's ability to satisfy the remaining deliverables and milestones under such contract to the customer's satisfaction in a timely manner or at all;
risks relating to the loss or reduction in scope of any of the Company's reseller, distributor or data purchase agreements;
risks related to the Eastwood Litigation and the Company's inability to successfully defend against this action or other ongoing litigation to which the Company is party;
risks related to the Company's ongoing compliance with TSX listing criteria as a result of its financial circumstances;
risks related to the issuance of preferred shares by the Company, which have been authorized by shareholders and would have rights and preference senior to those of the common shares in the capital of the Company ("Common Shares");
risks related to potential significant dilution of the Company's Common Shares arising from the warrants and convertible debentures issued in connection with the Company's financing activities in 2018, 2019 and 2020, which could impact the trading price of such shares on the TSX;
failure of the Deimos-1 or Deimos-2 satellites and risks related to damage which may occur during operation of the satellites;
failure to successfully complete a sale or similar transaction to further monetize all or a portion of the assets comprising Deimos Imaging;
risks related to the government funding received by UrtheCast and risks arising from breach or default of obligations under the related agreements with the Governments of Canada and Spain, respectively;
failure to obtain, or loss of, regulatory approvals or reductions in the scope of the Company's export permits;
breaches of the Company's system security measures that could result in interruption, delays or suspension of its ability to provide its products and services;
interruptions to or failures of the Company's infrastructure;
risks relating to the Company's ability to protect and maintain its EO imagery and data;
market acceptance of UrtheCast's products and services, including various geo-analytics products and services, and the current and proposed products and services offered through the Company's partnership with GIS market leader Esri;
uncertainties and assumptions in the Company's revenue forecasts;
changes in technology and evolving standards of the EO and geo-analytics industries;
defects or disruptions in UrtheCast's proposed products and services or the development of its advanced technologies such as SAR-related technologies and UrthePipeline ground segment image processing software;
legal and regulatory changes in Canada, the United States, Spain, Malta, France, Australia, Brazil, Switzerland, the United Kingdom, the Russian Federation and other foreign jurisdictions in which the Company conducts operations;
risks related to compliance with anti-bribery and anti-corruption legislation;
risks that the Company may be unable to raise additional financing should its expected revenues not materialize or should credit markets be disrupted due to external factors;
risks related to loss or infringement of UrtheCast's intellectual property or UrtheCast's infringement of intellectual property belonging to third parties;
the Company's dependence on key personnel and the risk of conflicts of interest;
the Company's success in expanding sales into new international markets;
competition in the Company's industry;
market price volatility of the Common Shares;
risks related to shareholder dilution as a result of the large number of convertible debentures and warrants issued in connection with various financings in 2018, 2019 and 2020;
global economic, political and financial market conditions;
failure to manage the Company's growth successfully;
the Company's ability to pay dividends;
third party credit risks;
currency exchange rate fluctuations;
risks relating to the Sabadell Secured Term Loan, January 2019 Term Loan, June 2019 Term Loan, July 2019 Term Loan, September 2019 Debentures and 2020 Debentures (as each is defined below under the heading "General Development of the Business – Three Year History – Financings"), and the failure of the Company or its subsidiaries to comply with the covenants and obligations with respect thereto;
risks related to future dilution and liquidity of the Common Shares and the Company's ability to maintain its TSX listing;
risks related to forward-looking information; and
negative cash flows from the Company's operations.

By their very nature, forward-looking statements or information involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, events or developments, or industry results, to be materially different from any future results, events or developments expressed or implied by such forwardlooking statements or information. In evaluating these statements, prospective purchasers should specifically consider various factors, including the risks outlined herein under the heading "Risk Factors". Should one or more of these risks or uncertainties or a risk that is not currently known to the Company materialize, or should assumptions underlying those forward-looking statements prove incorrect, actual results may vary materially from those described herein. These forward-looking statements are made as of the date of this AIF and UrtheCast does not intend, and does not assume any obligation, to update these forward-looking statements, except as required by law. Investors are cautioned that forward-looking statements are not guarantees of future performance and accordingly investors are cautioned not to put undue reliance on forward-looking statements due to their inherent uncertainty. Additional information about UrtheCast, including copies of its continuous disclosure materials such as its MD&A, is available on UrtheCast's website at www.urthecast.com and through the System for Electronic Document Analysis and Retrieval website maintained by the Canadian Securities Administrators ("SEDAR") at www.sedar.com.

CORPORATE STRUCTURE

Name, Address and Incorporation

UrtheCast was formed as a result of a plan of arrangement under the Business Corporations Act (Ontario) between Earth Video Camera Inc. ("EVC") and Longford Energy Inc. ("Longford"), pursuant to which EVC completed a reverse takeover of Longford (the "Formation Transaction") on June 21, 2013. Longford did not have any significant operations at the time of the Formation Transaction. Immediately following the closing of the Formation Transaction, the Company changed the name of Longford to "UrtheCast Corp." and reconstituted its board of directors (the "Board of Directors" or the "Board") and its senior management team. Subsequently, UrtheCast and EVC completed an amalgamation pursuant to the Business Corporations Act (Ontario) and continued using the name "UrtheCast Corp.".

The principal business office and registered office of the Company is located at Unit 33–1055 Canada Place, Vancouver, British Columbia, Canada, V6C 0C3. The Company's website is www.urthecast.com. The information on the Company's website is not incorporated by reference into this AIF. The Common Shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "UR".

Intercorporate Relationships

UrtheCast has three direct wholly-owned operating subsidiaries: UrtheCast USA, Inc., a company incorporated under the laws of Delaware; UrtheCast International Corp., a company incorporated under the federal laws of Canada; and 1185729 B.C. Ltd., a company incorporated under the laws of British Columbia. The Company's complete corporate structure is set out below. UrtheCast has two additional wholly-owned subsidiaries, UrtheDaily Corp. (British Columbia) and Space Video Company LLC (Russian Federation), which are currently dormant.

GENERAL DEVELOPMENT OF THE BUSINESS

UrtheCast is a Vancouver-based company that serves the rapidly growing and evolving geospatial and geoanalytics markets with a wide range of information-rich products and services. UrtheCast is a Big Data services company specializing in satellite imaging, data services and geo-analytics. The data the Company collects from its satellites and third parties fuel powerful cloud-based analytics platforms at the leading edge of the artificial intelligence and machine learning revolution. The insights gained from the Company's imagery, cloud-based processing chain, and algorithms allows its customers to identify potential adverse events quickly, track long-term trends, monitor change, reduce intervention times, uncover opportunities, and take targeted, strategic actions to better serve their customers and fulfill their missions. Key markets served are agriculture, forestry, environment, and defense and intelligence.

UrtheCast has designed and proposes to build and launch a satellite constellation designed to capture highquality, medium- resolution optical imagery of the Earth's entire land mass (excluding Antarctica) everyday, called the UrtheDailyTM Constellation, and has developed advanced synthetic aperture radar technology for satellites, called OptiSARTM. Subject to UrtheCast financing the build and launch of the UrtheDaily Constellation satellites in a timely manner (see "General Development of the Business – Three Year History - UrtheDaily Constellation and Data Buy Contracts" below), the Company currently expects the UrtheDaily Constellation to begin operations in late 2022. UrtheCast has entered into multiple agreements for the sale of imagery from the UrtheDaily Constellation once it begins delivering data to customers. The completion of the UrtheDaily Constellation, the enforcement of these imagery sale contracts and the financing required to fund its build, launch and commissioning is inherently subject to significant technical, business, economic, competitive and political uncertainties and contingencies and there can be no assurance that the UrtheDaily Constellation will be completed on the expected timeframe or at all (see "Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation", below).

GEOSYS Acquisition). UrtheCast has also developed advanced synthetic aperture radar technology for satellites, called OptiSARTM.

The Company currently owns and operates two Earth Observation ("EO") satellites, Deimos-1 and Deimos-2. Imagery data from these sensors is continuously downlinked to ground stations around the world and distributed directly to partners and customers in multiple markets (see "Description of the Business – Products and Services – Earth Observation and Deimos Imaging Business" below). UrtheCast also processes and distributes imagery data and value-added products on behalf of its Global Imaging Partners, a network of 10 EO satellite operators with a combined 25 medium- and high-resolution EO sensors, led by Deimos Imaging, S.L.U., a wholly-owned subsidiary of UrtheCast. In 2019, the Company committed to a formal plan and commenced a bid process to sell all or substantially all of the assets of Deimos Imaging and therefore the operations of Deimos Imaging have been classified as discontinued operations for the Company's annual financial statements for the year ended December 31, 2019 and re-presented for the associated comparative prior periods (see " Risks Factors – Risks Related to a Sale of Deimos").

Three Year History

OptiSAR Technology

In June 2015, UrtheCast announced its plans to build, launch and operate a constellation of satellite using the OptiSAR technology and referred to as the "OptiSAR Constellation", which was designed to be comprised of up to 16 satellites in total (eight optical and eight SAR satellites) flying in two orbital planes, with each plane consisting of four satellite pairs, equally-spaced around the orbital plane. Each pair of satellites was expected to consist of a dualmode, high-resolution optical satellite (video and pushbroom) and a dual-band high-resolution SAR satellite (X-band and L-band) flying in tandem.

The Company continues to explore potential partnerships and transaction structures to exploit the Company's SAR-IP to capitalize on the growing market for SAR technology, in addition to other strategic alternatives potentially available to the Company, such as licensing the SAR-IP to other companies, selling SAR-IP payloads for inclusion on others' satellites or deployment of the SAR-IP technology in a variety of satellite configurations and applications. The Company has received expressions of interest from outside parties in its SAR technology and continues to pursue these opportunities to maximize value for its shareholders. Although the above statements reflect management's current views on the SAR business as at the date of this AIF, the completion of any transaction, and the timing thereof, involving the OptiSAR technology and other SAR-IP is inherently subject to significant business, economic, competitive, political, timing and social uncertainties and contingencies and there can be no assurance that such transaction will be completed (see "Risks Related to the Financing, Development and Launch of the OptiSAR Constellation and Monetization of Related Technology").

UrtheDaily Constellation and Data Buy Contracts

In 2016, UrtheCast announced its plans for a constellation of EO satellites to acquire high-quality, multispectral imagery, at 5-m ground sample distance, taken at the same time, from the same altitude, every day. Together, the satellites in this constellation could deliver daily, medium-resolution imagery of the entire planet's landmass (excluding Antarctica). Throughout 2016 and 2017, UrtheCast continued to develop its plans for this constellation, now known as the UrtheDaily Constellation and to be comprised of six satellites, and engaged in discussions with various customers for advance commitments to purchase imagery data generated by the UrtheDaily Constellation upon such data becoming available (see "Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation").

Since announcing the planned constellation, the Company has entered into advance data-buy agreements with prospective customers of the UrtheDaily™ Constellation, which are subject to the Company's ability to satisfy the conditions precedent in these data-buy contracts in order to receive revenues thereunder, and which are used to help finance the planned development, build, launch and commissioning of the UrtheDaily™ Constellation. On September 20, 2018, the Company announced that it signed a contract for US \$25.0 million to provide data from its planned UrtheDaily Constellation to a long-established commercial EO operator and value-added service provider, which is expected to provide UrtheCast with revenues of US \$5.0 million annually over the first five years of UrtheDaily operations, once launched and operational, and on October 18, 2018, the Company also announced that it signed a contract for US \$30.0 million to provide data from its planned UrtheDaily Constellation to Moscow-based TerraTech JSC, a commercial provider of Earth observation and geoinformation services and a subsidiary of the Russian Space Agency, Roscosmos, for expected revenues of US\$10.0 million annually over the first three years of UrtheDaily operations, with an option for an additional two years at the same annual rate. Further, as discussed below under the heading "GEOSYS Acquisition", the Company, through GEOSYS, has entered into the WinField SLA (as defined below) to provide geo-analytics services to Land O' Lakes over a 13-year period with total annual fees payable to the Company in excess of US \$10.0 million per year, and at an increased rate once the UrtheDaily Constellation is operational and UrtheDaily imagery is integrated into GEOSYS's products and services.

The Company expects these data subscription agreements to provide long-term revenue commitments, contributing to a consistent UrtheDaily revenue stream over four to seven years. Under each of these data-buy commitments, the customer may terminate the agreement: (i) if UrtheCast fails to deliver data meeting the minimum agreed specifications or within the agreed timelines set out in the applicable data-buy agreement, (ii) in certain circumstances, if UrtheCast fails to secure sufficient financing required to develop, build, launch and commission the UrtheDaily™ Constellation; or (iii) under circumstances which are customary for data-buy agreements, including if UrtheCast undergoes bankruptcy or insolvency proceedings or fails to perform or comply with its obligations under the applicable data-buy agreement. As a result of the delays in completing the UrtheDaily Financing (see below), these data-buy contracts must now be amended to reflect the commencement of operations no earlier than late 2022, as currently proposed. The Company is engaging in discussions with these customers to complete the necessary amendments and extensions, although there can be no assurance that such efforts will be successful (see " Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation").

UrtheDaily Financing

On May 18, 2018, UrtheCast entered into a definitive credit agreement (the "2018 Credit Agreement") with certain senior lenders (the "2018 Senior Lenders"), for a senior secured facility to finance the UrtheDaily™ Constellation (the "2018 UrtheDaily Senior Secured Facility"). As a condition precedent for the 2018 UrtheDaily Senior Secured Facility closing, the Company raised subordinated capital of US \$25.0 million on May 3, 2018 (see "General Development of the Business – Three Year History – Financings" below). In addition, upon entering into the Credit Agreement, the Company was required to satisfy various conditions precedent prior to the first drawdown (the "First Drawdown Conditions") of the 2018 UrtheDaily Senior Secured Facility, including raising an additional US \$45.0 million, of which US \$20 million had been secured in the form of vendor financing.

On January 14, 2019, the Company announced that it is pursuing alternative sources of financing in order to finance the UrtheDaily Constellation and on February 13, 2019, the Company and the Senior Lenders entered into a mutual termination agreement (the "Termination Agreement") to formally terminate the 2018 Credit Agreement. Under the Termination Agreement, the Company agreed that in lieu of all termination fees otherwise payable under the 2018 Credit Agreement, the 14,275,172 warrants issued to the Senior Lenders on execution of the 2018 Credit Agreement, having an exercise price of \$0.48, an expiry date of May 25, 2023 and substantially similar terms and conditions as the warrants issued by the Company in connection with its subordinated capital financing in May 2018 (see "General Development of the Business – Three Year History - Financings", below), will become exercisable upon alternative financing for the UrtheDaily Constellation being secured and drawn down.

The Company has since engaged a leading investment bank as its financial advisor and been actively pursuing alternative financing opportunities to finance the UrtheDaily Constellation. As at the date of this AIF, UrtheCast has received a number of indicative term sheets from institutional investors to finance the project. The Company is progressing its efforts to complete due diligence requirements and negotiate terms with these potential investors. The Company continues to make progress in this competitive process and remains focused on finalizing a binding commitment. With binding contractual commitments from customers to purchase imagery data from the UrtheDaily Constellation, once operational, management believes that the Company's business case for the UrtheDaily Constellation has been validated. However, there can be no assurance that adequate alternative or additional financing will be available on terms acceptable to the Company or at all, which creates a material uncertainty that could have an adverse impact on the Company's financial condition and may cast significant doubt on the Company's ability to build, launch and operate the UrtheDaily Constellation, to continue as a going concern or otherwise execute on its

business strategies (see "Risk Factors – Risks Related Delays in the Financing, Development and Launch of the UrtheDaily Constellation"). In addition, the unprecedented impacts of the global COVID-19 pandemic, including disruptions and increased volatility in global credit markets, may adversely affect or delay the Company's ability to complete the proposed financing on the expected timeline (see "Risk Factors – Risks Related to Global Economic Conditions and COVID-19").

GEOSYS Acquisition

On November 7, 2018, the Company announced that it had entered into a definitive purchase agreement (the "Purchase Agreement") with Land O'Lakes, Inc. ("Land O'Lakes") for the acquisition of its wholly owned subsidiary, GEOSYS, and certain of its intellectual property (the "GEOSYS IP") related to software for accessing, processing, cataloguing and retrieving of images for an aggregate purchase price of US\$20 million, subject to customary working capital adjustments (the "GEOSYS Acquisition").

The Company expects that transaction will enable the Company to offer to its agribusiness customers a full solution of imagery data and geo-analytical solutions. By unifying these companies, UrtheCast expects to be wellpositioned as the leader in fully integrated geo-analytics solutions for the agribusiness industry. The expanded capabilities are expected to allow UrtheCast to bring advanced agricultural geo-analytics products to customers across a global value chain that spans from retailers to insurance companies, banks, and commodity trading houses.

The aggregate cash purchase price of the GEOSYS Acquisition of US \$20.0 million is payable over three instalments. The Company paid US \$5.0 million, being the first installment of the purchase price, to Land O'Lakes for 100% of the ownership of GEOSYS on the first closing of the transaction on January 14, 2019. Part of the second installment was paid on January 1, 2020 by way of set-off of amounts owing under the Winfield SLA, in the amount of US\$0.75 million. The Company and Land O'Lakes have also agreed to further defer the remaining US\$4.25 million balance of the second instalment for the GEOSYS Acquisition, which was due by February 14, 2020, with US\$0.75 million paid on April 1, 2020 through a setoff of amounts owed under the Winfield SLA and US\$3.5 million payable by May 14, 2020. The Company is currently in discussions with Land O' Lakes to further defer or set-off, under the WinField SLA (as defined below), this upcoming payment.

A final instalment of US \$10,000 is payable on the second closing, which is expected to occur prior to April 13, 2021. The GEOSYS IP will only transfer to the Company on second closing, upon payment of the second installment and separation of the GEOSYS IP from other Land O' Lakes intellectual property. Land O'Lakes has agreed to provide UrtheCast with certain services and a license to the GEOSYS IP from the first closing until the second closing under an interim services agreement (see "Risk Factors – Risks Related to the Acquisition and Integration of GEOSYS" and "Risk Factors – Risks Related to Land O' Lakes and WinField"). On first closing, the Company also entered 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 the Company in excess of US \$10.0 million per year, and an increased rate at such time as the UrtheDaily Constellation is operational (the "Winfield SLA") (see "Risk Factors – Risks Related to Land O' Lakes and WinField").

UrthePipeline

UrtheCast is also developing as software and related infrastructure to facilitate EO imagery processing and distribution, at scale. This includes the system referred to as UrthePipeline, which when fully developed, is expected to be a fully automated, cost-effective, highly available, scalable system aimed to process terabytes of satellite imagery data every day. This technology will form an integrated part of the ground segment for Company's proposed UrtheDaily Constellation and is expected to help facilitate the advanced and unique geo-analytics made possible by the UrtheDaily dataset, once operational.

In 2019, the Company achieved operational capability for certain sub-services of the UrthePipeline and launched the initial UrthePipeline-as-a-Service offering on its corporate website. The Company has plans to license the ground segment technology to other companies and governments should mutually agreeable terms be reached. The Company continues to develop UrthePipeline into a scalable ground segment system with a wider variety of applications.

Earth Observation and Deimos Imaging Business

In the past, the Company's EO business was supported by the 2015 acquisition (the "Deimos Acquisition") of Elecnor, S.A.'s ("Elecnor") EO businesses, Deimos Imaging, S.L.U. and DOT Imaging, S.L.U. (collectively referred to as "Deimos Imaging"). Deimos owns two satellites, Deimos-1 and Deimos-2, and participates in the Global Imaging Partner network (see "Risk Factors – Risks Related to the Global Imaging Partners"). The Deimos-1 satellite was launched in 2009 with an expected lifetime of 10 years and is owned, together with certain related infrastructure, by Deimos Imaging. Deimos-1 provides 22 metre resolution images at 10 bits with a swath width of 650 kilometres. The Deimos-1 camera has three spectral bands (R, G and NIR), while a synthetic blue band can also be generated to produce natural-colour imagery. Deimos-1 has a collection capacity of more than 5,000,000 square-kilometres per day, with a three-day average revisit time worldwide. The Deimos-2 satellite was launched in 2014 with an expected lifetime of more than seven years and is owned, together with certain ground segment assets and software, by DOT Imaging, S.L.U. ("DOT Imaging"). Deimos-2 provides 75-centimetre pan-sharpened images at 10 bits with a swath width of 12 kilometres. Deimos-2 also has stereo-pair capability and ±45º off-nadir tilting capacity. The camera on the Deimos-2 satellite has a panchromatic band and four spectral bands (R, G, B, NIR). Deimos-2 has a collection capacity of more than 150,000 square kilometres per day, with a two-day average revisit time worldwide. There is an antenna in Puertollano, Spain (owned by Deimos Castilla La Mancha, S.L.U.), and Deimos Imaging has entered into agreements to obtain access to third party ground stations around the world. Deimos Imaging operates at premises located in Boecillo, Madrid and Puertollano in Spain, some of which are owned, directly or indirectly, by Elecnor (See "Risk Factors- Risks Related to Satellites).

On December 4, 2017, UrtheCast announced a distribution agreement with Beijing Space View Technology Co. Ltd., a provider of remote sensing satellite data and geospatial information services based in China. On December 21, 2017, UrtheCast signed an agreement with SIIS, a provider of remote-sensing satellite data and exclusive worldwide marketing and sales representative of the KOMPSAT satellites, for the distribution of their respective X-Band SAR and optical products and related services.

On May 15, 2018, the Company announced that, through its subsidiary Deimos, it entered into a contract valued in excess of US \$2.6 million with the Brazilian Ministry of Defence's Aeronautics Command (COMAER) to supply EO products and services from the Deimos-2 satellite during an initial period of three years which could be extended up to five years.

On July 12, 2018 the Company and Deimos announced that Deimos was awarded a multi-million Euro contract through a consortium led by Airbus Defense and Space to provide a large set of EO products and services to the European Commission and Space Agency (ESA).

As noted above, in 2019, the Company committed to a formal plan and commenced a bid process to sell all or substantially all of the assets of Deimos Imaging comprising the Deimos-1 and Deimos-2 satellites, operations and ground station assets. The Company is in the process of negotiating terms and participating in due diligence activities for the sale of all or substantially all of the equity or assets of Deimos Imaging and will provide an announcement when or if a binding transaction is entered into. There can be no assurance that a binding transaction will be entered into on commercially reasonable terms, in a timely manner, or at all (see "Risk Factors – Risks Related to A Sale of Deimos Imaging").

Engineering Services

Since 2014, UrtheCast has provided engineering services and a technology transfer program to a confidential customer under a contract valued at US\$65 million. As of the date of this AIF, the Company has received US\$54.2 million from this contract and expects to receive the remainder by the end of 2020 as the remaining milestones are completed in accordance with the terms of the contract.

In January 2017, UrtheCast entered into a contract with this international customer valued at US \$3.9 million to provide engineering services and space hardware. Under the terms of the contract, hardware was expected to be fully delivered in the second quarter of 2018. UrtheCast received 70% of the contract price in the first quarter of 2017 and the remainder of the contract value was completed in 2018.

Financings

Sabadell Secured Term Loan

On December 11, 2015, the Company announced that its wholly-owned Spanish subsidiary, UrtheCast Imaging, S.L.U. ("UrtheCast Spain") obtained a senior secured term loan of €25 million (the "Sabadell Term Loan") from Banco de Sabadell, S.A. ("Sabadell"). The Sabadell Term Loan has a five-year term and accrues interest at the 6-month Euro Interbank Offered Rate (EURIBOR), which shall be deemed to be no less than 0%, plus 2.6% per annum. €20 million of the Sabadell Term Loan proceeds were used to reduce an inter-company loan made by UrtheCast to UrtheCast Spain in connection with the Deimos Acquisition. The remaining proceeds of €5 million are being held on deposit with Sabadell as a new bank guarantee (the "New Bank Guarantee") to replace an existing bank guarantee to Elecnor provided in connection with the Deimos Acquisition. By replacing the prior guarantee, €5 million of restricted cash was released, returning these funds to the Company for general working capital purposes.

The Sabadell Term Loan is secured by certain assets of UrtheCast's wholly-owned non-Canadian subsidiaries and the outstanding shares thereof. Repayment of €20 million of the Sabadell Term Loan was scheduled to be made in five equal payments of €4 million on each annual anniversary of the closing date of the Sabadell Term Loan, with the remaining €5 million to be payable at the end of the term using the funds held for the issuance of the New Bank Guarantee, which will expire prior to the maturity of the Sabadell Term Loan. Pre-payments are permitted at UrtheCast Spain's option, subject to a 1% pre-payment fee under certain circumstances.

UrtheCast Spain was in compliance with the annual debt coverage ratio at December 31, 2019 and received a waiver from the lender in respect of compliance with the annual leverage ratio covenant at December 31, 2019. Sabadell agreed to defer €2.5 million of the principal payment due in December 2018 to January 2019. The Company repaid €1.0 million and in October 2019, Sabadell agreed to defer €1.35 million to January 31, 2020 in exchange for a partial principal repayment of €0.15 million plus accrued interest. Furthermore, Sabadell agreed to defer the €4.0 million principal repayment that was due in December 2019. An amendment was subsequently signed to defer the principal payments of €1.35 million and €4.0 million to June 1, 2020, in exchange for a partial principal payment of €150,000, in order to provide the Company with additional time to complete the proposed sale of the Deimos Imaging business.

As of the date of this AIF, €14.35 million remains outstanding under the Sabadell Term Loan. It is expected that this debt would be retired in connection with the proposed sale of the Deimos Imaging business, if completed as expected (see "Earth Observation and Deimos Imaging Business", above).

Public Offering of Common Shares

On March 22, 2017, UrtheCast completed an underwritten public offering of 13,033,341 Common Shares at an offering price of \$1.50 per share for aggregate gross proceeds of \$19.6 million pursuant to a final short form prospectus filed with securities regulators in each of the Provinces of Canada other than Québec and applicable registration exemptions in the United States.

2018 Convertible Debentures

On May 3, 2018, the Company closed a private placement of 76,217,260 subscription receipts which were sold at a purchase price of \$0.35 for total gross proceeds of US\$26.7 million which were placed in escrow on closing (the "2018 Subscription Receipts"). The Subscription Receipts were sold through a combination of a brokered private placement for gross proceeds of \$20.7 million (the "Brokered Private Placement") and non-brokered private placement for gross proceeds of \$6.0 million (the "Non-brokered Private Placement") (together, the "2018 Private Placement"). The Company previously received approval from the Toronto Stock Exchange (the "TSX") for an exemption from the requirement to obtain shareholder approval for the 2018 Private Placement under the serious financial difficulty exemption.

The 2018 Subscription Receipts were converted into non-interest bearing, unsecured senior convertible debentures in the principal amount of US\$26.7 million or \$0.35 per debenture (the "2018 Debentures") and 41,681,302 common share purchase warrants (the "2018 Private Placement Warrants") upon qualification for distribution. Gross proceeds of US\$21.7 million from the Private Placement were released to the Company in May and June 2018 in several separate tranches upon satisfaction of the relevant escrow release conditions. Each 2018 Debenture matures six years from the date of issuance and is convertible into one Common Share for a period of six years following issuance of the 2018 Debenture. Each 2018 Private Placement Warrant is exercisable at an exercise price of \$0.48, subject to adjustment, for a period of five years following its issuance.

The last tranche of the Brokered Private Placement of US\$5.0 million was released in July 2018 pursuant to an Escrow Release and Amending Agreement dated July 10, 2018 in consideration for a payment of \$0.1 million and amendment to the terms and conditions of the 2018 Debentures, whereby such debentures bear interest at a rate of 12% per annum from the date of issuance of the 2018 Debentures until the first draw-down conditions under the Credit Agreement (as defined below under the heading "2018 Credit Agreement and Termination Agreement") was to be completed, satisfied or waived (as amended, these are referred to as the "2018 Interest-bearing Debentures"). Under the initial terms, if these conditions were not satisfied by December 31, 2018, the holder had the right to request repayment and cancellation of all of its Interest-bearing Debentures and 2019 Private Placement Warrants and, in the event of default, the Company would grant to the holder a licensing agreement that provides the investor certain limited rights over the Company's SAR IP. On December 14, 2018, the Company entered into an amendment to the Escrow Release and Amending Agreement pursuant to which the debentureholder extended the date by which the Company must meet the first drawdown conditions under the 2018 Credit Agreement from December 31, 2018 until February 28, 2019 in consideration for a payment of \$0.05 million. Effective February 28, 2019, the Company entered into a further amendment to extend the date from February 28, 2019 to April 30, 2019 in consideration for \$0.05 million and a general security agreement over the Company's assets. Further extensions were granted to August 31, 2019 and the Company is in continuing discussions with the debentureholder for further extensions but these have not yet been formally executed and a notice of default has not been received as at the date of this AIF. There can be no assurance a further or binding deferral agreement shall be entered into or that the holders will not issue a notice of default in the future or take other legal action (see "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").

2018 Credit Agreement and Termination Agreement

On May 18, 2018, UrtheCast entered into a definitive credit agreement (the "Credit Agreement") with certain senior lenders (the "Senior Lenders"), for the senior secured facility for the UrtheDaily™ project (the "UrtheDaily Senior Secured Facility"). Upon satisfaction of the drawdown conditions under the Credit Agreement, the UrtheDaily Senior Secured Facility would have made available to the Company US \$142.0 million in two equal drawdowns subject to satisfaction of the conditions precedent described below. The Credit Agreement required the issuance of 14,275,172 warrants to the lender at an exercise price of \$0.48 and an expiry date of May 25, 2023.

As a condition precedent for the UrtheDaily Senior Secured Facility closing, the Company had to raise subordinated capital of at least US \$25.0 million, which was satisfied on May 3, 2018, as further discussed below. In addition, upon entering into the Credit Agreement, the Company was required to satisfy various conditions precedent prior to the first drawdown (the "First Drawdown Conditions") of the UrtheDaily Senior Secured Facility, including raising an additional US \$45.0 million, of which US \$20.0 million had been secured in the form of vendor financing.

On February 13, 2019, the Company and the Senior Lenders of the Credit Agreement entered into a mutual termination agreement (the "Credit Termination Agreement") which formally terminated the Credit Agreement dated as of May 18, 2018 among the parties. Under the Credit Termination Agreement, the Company agreed that in lieu of all termination fees otherwise payable under the Credit Agreement, the 14,275,172 warrants which had previously been issued to the senior lenders on execution of the Credit Agreement, would become exercisable upon alternative financing for the UrtheDaily Constellation being secured and drawn down. In addition, the Company agreed to pay the expenses of the senior lenders in connection with the Credit Agreement in the amount of approximately \$0.3 million. See above under the heading "UrtheDaily Financing" for a discussion of the Company's current efforts to seek an alternative financing arrangement in respect of the UrtheDaily Constellation.

US\$5 Million Unsecured Demand Promissory Note

On September 28, 2018, the Company issued a US \$5.0 million unsecured demand promissory note in favour of 1112099 B.C. Ltd. (the "Backstop Party") which bore interest at a rate of 14% per annum. The loan was subsequently repaid on January 14, 2019 and the note terminated.

US\$12 Million Term Loan

On January 14, 2019, the Company's wholly-owned subsidiary which directly acquired GEOSYS in respect of the GEOSYS Acquisition (the " January 2019 Term Loan Borrower") obtained a one-year term loan of US \$12.0 million (the "January 2019 Term Loan") with a group of lenders led by Bolzano Investments Limited ("Bolzano") and the Backstop Party. The January 2019 Term Loan originally accrued interest at a rate of 14% per annum, which was subsequently increased to 17% concurrent with the June 2019 Term Loan described below. The January 2019 Term Loan is secured by all of the GEOSYS assets owned by the Borrower, constituting the entire GEOSYS business, and, concurrent with the June 2019 Term Loan, any net proceeds from the proposed sale of the Deimos Imaging, business, if such proposed sale is realized. Approximately US \$7.9 million of the January 2019 Term Loan was advanced on January 14, 2019, US \$5.0 million of which was used to repay the previously issued US \$5.0 million unsecured demand promissory note dated September 28, 2018 and US \$2.5 million of which was used to fund the first installment of the GEOSYS Acquisition. The balance of the January 2019 Term Loan was advanced on January 30, 2019 upon the satisfaction of certain conditions required by the lenders, including the completion of definitive documentation relating to the security of the January 2019 Term Loan and was available for general corporate purposes.

Pursuant to the January 2019 Term Loan requirements, (i) Bolzano appointed Mr. Pirmin Lüönd as a director of UrtheCast pursuant to a board appointment right granted by UrtheCast to Bolzano; (ii) the January 2019 Term Loan Borrower agreed to pay Bolzano a finance fee in the amount of US \$0.2 million and UrtheCast agreed to issue to Bolzano 19,800,000 common share purchase warrants of UrtheCast having a maturity date of May 25, 2023 and an exercise price of \$0.48 per common share; (iii) each UrtheCast director agreed to defer cash compensation from January 1, 2019 to June 30, 2019; and (iv) certain UrtheCast directors and officers loaned an aggregate principal amount of US\$0.55 million to the 2019 Term Loan Borrower on substantially the same terms as the January 2019 Term Loan in consideration for the issuance of an aggregate of 1,815,713 common share purchase warrants of UrtheCast having a maturity date of May 25, 2023 and an exercise price of \$0.48 per common share.

Effective January 15, 2020, the maturity date of the January 2019 Term Loan was extended to April 14, 2020. In connection with this extension, an aggregate extension fee of US\$0.2 million was payable to the lenders. The Company is continuing discussions with these lenders as the Company seeks to finalize a binding commitment to finance the UrtheDaily Constellation and, as of the date of this AIF, the lenders have not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lenders will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").

US \$10.0 Million Receivables Purchasing Agreement

On February 26, 2019, the Company signed a US \$10.0 million receivables purchasing agreement with a working capital financing agent which allows the Company to finance certain qualifying trade receivables at an interest rate of 10.8% per annum on all outstanding amounts (the "Trade Receivables Facility"). Commencing in March 2019, the Company factored the quarterly receivables under the Winfield SLA (see "Description of the Business - Products and Services – Geo-analytics and Value-Added Products" for a discussion of the Winfield SLA).

US\$1.5 Million June 2019 Term Loan

On June 26, 2019, UrtheCast entered into a US\$1.5 million term loan (the "June 2019 Term Loan") with Bolzano through the same January 2019 Term Loan Borrower, a wholly-owned subsidiary of the Company. The June 2019 Term Loan (i) accrues interest at a rate of 17% per annum; (ii) had an original maturity date of January 15, 2020; and (iii) is secured by all of the assets owned by the January 2019 Term Loan Borrower and any net proceeds from the proposed sale of the Company's Deimos assets, if and when such sale is completed. The proceeds of the June 2019 Term Loan were allocated for general corporate purposes.

The June 2019 Term Loan Borrower also paid Bolzano a finance fee in the amount of US\$45,000 and UrtheCast issued to Bolzano 10,560,000 common share purchase warrants of UrtheCast having a maturity date of June 26, 2024 and an exercise price of \$0.48 per common share (subject to adjustment in certain circumstances, including if the Company issues any common shares or securities convertible into common shares, other than pursuant to its equity incentive plan, at a lower price, in which case the exercise price shall be reduced to such lower price), subject to approval from the TSX. The Company is continuing discussions with Bolzano to further defer principal repayments while the Company seeks to finalize a binding commitment to finance the UrtheDaily Constellation and, as of the date of this AIF, the lender has not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lender will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").

US\$1.5 Million July 2019 Term Loan

On July 26, 2019, the Company entered into a US\$1.5 million secured term loan (the "July 2019 Term Loan") with Lunar Ventures Inc. on substantially the same terms as the June 2019 Term Loan with an original maturity date of January 15, 2020. The Company is continuing discussions with Lunar to further defer principal repayments while the Company seeks to finalize a binding commitment to finance the UrtheDaily Constellation and, as of the date of this AIF, the lender has not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lender will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").

\$6.6 Million Convertible Debenture Financing

On September 11, 2019, the Company completed a financing for gross proceeds of \$6.6 million with Vine Rose Limited ("Vine Rose") consisting of a \$2.98 million senior unsecured convertible debenture of the Company and a \$3.62 million senior unsecured non-convertible debenture of the Company (together, the "September 2019 Debentures"). The September 2019 Debentures, which accrue interest at a rate of 17% per annum, had an original maturity date of October 31, 2019. In connection with the financing, the Company paid Vine Rose a 3% finance fee. The September 2019 Debentures were subsequently amended, with an extended maturity date of December 31, 2019, and whereby the non-convertible debenture became convertible into Common Shares of the Company on the same terms as the convertible debenture, namely, convertible at the option of the lender, at any time prior to the maturity date, at a conversion price equal to \$0.32 per Common Share, subject to adjustment in certain circumstances, including if the Company issues any Common Shares or securities convertible into Common Shares (other than pursuant to its equity incentive plan) at a lower price, in which case the conversion price shall be reduced to such lower price, but not less than \$0.24, subject to approval from the Toronto Stock Exchange. In addition, the Company agreed to issue 6,034,745 common share purchase warrants to Vine Rose, which have a five-year term and an exercise price of \$0.48 per common share, subject to adjustment in certain circumstances. The Company is continuing discussions with Vine Rose to further defer principal repayments while the Company seeks to finalize a binding commitment to finance the UrtheDaily Constellation and, as of the date of this AIF, the lender has not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lenders will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").

\$2 Million Convertible Debenture Financing

On January 31, 2020, UrtheCast closed a \$2.0 million financing with SMF Investments Limited, consisting of an unsecured convertible debenture of the Company in the principal amount of \$2,025,773 (the "2020 Debenture"). This 2020 Debenture accrues interest at a rate of 17% per annum, had an original maturity date of March 31, 2020 and is

convertible into Common Shares at the option of SMF Investments Limited, at any time prior to the maturity date at a conversion price equal to \$0.32 per Common Share, subject to adjustment in certain circumstances, including if the Company issues any Common Shares or securities convertible into Common Shares (other than pursuant to its equity incentive plan) at a lower price, in which case the conversion price shall be reduced to such lower price but not less than \$0.24, subject to approval from the TSX. In the event of default under the 2020 Debenture, the Lender will receive a license to certain intellectual property of the Company. The Company paid SMF Investments Limited a 3% finance fee from the proceeds and issued it 4,171,677 Common Share purchase warrants of the Company having an expiry date of January 27, 2025 and an exercise price of \$0.48 per Common Share, subject to adjustment in certain circumstances, including if the Company issues any Common Shares or securities convertible into Common Shares (other than pursuant to its equity incentive plan) at a lower price, in which case the exercise price shall be reduced to such lower price but not less than \$0.32, subject to approval from the TSX. The proceeds of the 2020 Debenture are being used primarily to fund upfront legal and advisory fees related to the expected financing of the UrtheDaily Constellation and debt service costs. The Company is continuing discussions with SMF to further defer principal repayments while the Company seeks to finalize a binding commitment to finance the UrtheDaily Constellation and, as of the date of this AIF, the lender has not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lender will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").

Government Funding

On February 9, 2017, UrtheCast entered into a contribution agreement with the Department of Innovation, Science and Economic Development to receive approximately \$17.6 million in funding (the "SADI Funding") from Innovation, Science and Economic Development Canada's Industrial Technologies Office as part of its Strategic Aerospace & Defence Initiative (SADI) program. The SADI Funding is expected to provide financial support for the ongoing development of the OptiSAR technology. Under the terms of the agreement, the Company receives a lowinterest, long term loan on an expense reimbursement basis totaling approximately \$17.6 million. The agreement is structured as a repayable contribution that management anticipates will be disbursed in quarterly installments over the next four years and repaid by UrtheCast in annual installments over 15 years, beginning in 2023. Disbursement of the SADI Funding is subject to customary conditions in agreements of this nature, including covenants to perform certain work and maintain ownership of intellectual property in Canada during the term of the agreement, which expires in 2037. The total amount to be repaid, including interest, is approximately \$29 million. As of the date of this AIF, UrtheCast has received approximately \$11.2 million of the SADI Funding. Pursuant to the terms of the SADI funding, UrtheCast is required to maintain access to a revolving credit facility in an amount of \$10 million. In connection with some of its financing arrangements, UrtheCast was required to reduce and subsequently terminate its existing revolving credit facility with Royal Bank of Canada after December 31, 2018 and therefore is not presently in compliance with the terms of the SADI Funding program, which referenced this facility. However, in March 2020, the Company received reimbursement for \$1.4 million of eligible costs related to previously filed claims pursuant to a one-time waiver granted by SADI while the Company continues to seek an alternative credit facility to satisfy the facility requirement under the agreement or an amendment to the terms of the SADI Funding and/or waiver of this facility requirement. While the Company expects to resolve this matter with the Government of Canada in a timely fashion and on favourable terms, there can be no assurance that these efforts will be successful (see "Risk Factors – Risks Related to Government Funding").

In the first quarter of 2017, the Government of Canada's Defence Innovation Research Program (DIRP) awarded the Company three non-repayable grants to reimburse the approximately \$2.2 million of OptiSAR developments costs eligible under DIRP.

In 2018, UrtheCast was awarded approximately \$1.75 million of new non-repayable grants which reimburse development costs for 2019 that are eligible under the Government of Canada Defence Innovation Research and LOOKNorth programs.

In 2018, the Company obtained approval under the Canadian government's Innovation Superclusters Initiative for expected funding of \$1.4 million, conditional on negotiation of a master project agreement and agreeing to a payment schedule for the associated membership fee. This project will be focused on the development of industryspecific applications that will allow end-users to see how a region evolves over time using visual interactive maps and running deep learning algorithms applied to EO imagery. The project will look at a number of use cases, including the assessment of risk related to climate change.

On May 28, 2019, the Company announced that it was selected to receive \$2 million from the Canadian Space Agency's Space Technology Development Program, in two separate agreements of \$1 million each, for the development of new satellite technologies including the Company's planned UrtheDaily Constellation and the development of the next generation UrtheCast SAR-XL Synthetic Aperture Radar. The work on the qualifying activities will be carried out over three years.

In July 2019, the Company signed a project funding agreement with Canada's Digital Technology Supercluster to receive up to approximately \$1.4 million in non-repayable funding to reimburse costs incurred to advance development of its UrthePipeline ground segment systems. In 2019, the Company filed claims under the Supercluster agreement totaling \$0.9 million for the reimbursement of eligible costs.

In January 2020, the Company was awarded two short-term contracts totaling \$364,000 from the Department of National Defence to complete engineering and costing analysis studies.

The Company has also submitted applications and been in discussions with the Canadian government for further non-repayable funding to advance the development of its SAR IP and UrthePipeline ground segment technologies, as well as repayable funding for its planned UrtheDaily Constellation. While the Company has been successful in obtaining government funding in the past and continues to have a positive, supportive and productive relationship with federal government agencies expects to be successful in obtaining further government funding and support, there can be no assurance that these efforts will be successful or that the available terms and timing of such funding will be suitable, particularly in light of the current global COVID-19 pandemic and the unprecedented government resources and attention being directed to this crisis (see "Risk Factors – Risks Related to Government Funding" and "Risk Factors – Risks Related to Global Economic Conditions and COVID-19")

Corporate Developments

On March 19, 2017, UrtheCast appointed Sai W. Chu as Chief Financial Officer of the Company. Mr. Chu brings extensive experience in financial management, business development and capital markets to UrtheCast.

In October 2017, the Company formed a Special Committee comprised of independent directors to review and respond to expressions of interest from leading industry players interested in exploring potential partnerships and transaction structures to exploit the Company's SAR-IP and engineering talent to capitalize on the growing interest by the US and Canadian governments in SAR technology, and to explore other strategic alternatives potentially available to the Company. The Board of Directors dissolved the Special Committee, but the Board continues to review potential strategic alternatives as the Company continues to receive interest from third parties, including in areas outside of traditional channels, such as licensing the SAR-IP to other companies, selling SAR-IP payloads for inclusion on others' satellites or deployment of the SAR-IP technology in a variety of innovative small-sat configurations. There can be no assurance that this process will result in any transaction (see ""Risks Related to the Financing, Development and Launch of the OptiSAR Constellation and Monetization of Related Technology").

On March 9, 2018, UrtheCast announced that it would be taking certain steps to address the Company's financial position, including focusing its near term efforts on the financing of the UrtheDaily Constellation, the appointment of Greg Nordal, then a member of the Company's Board of Directors with significant executive experience, as interim Chief Executive Officer to refocus the operations of the Company and execute on a performance improvement plan, and the transition of former President and Chief Executive Officer, Wade Larson from Chief Executive Officer and director to a new role as a special advisor to the Board focused on the strategic business development of the Company's SAR technology.

On June 19, 2018, Don Osborne was appointed as Chief Executive Officer of UrtheCast and assumed his role on July 5, 2018. On August 13, 2018, Mr. Osborne was also appointed as a director of UrtheCast.

On June 27, 2019 the Company announced the results of its Annual General and Special Meeting of Shareholders, including the election of all management nominees to the Board of Directors, the re-approval of the Company's shareholder rights plan, the ratification of the Company's Second Amended and Restated Equity Incentive Plan., authorization to conduct a share consolidation at a future date and an amendment to the Company's Articles to permit the issuance of preferred shares.

Litigation and Regulatory Matters

On August 9, 2018, Eastwood Capital Corp., a shareholder of the Company, and William Holland, the sole shareholder of Eastwood Capital Corp.,(together, the "Plaintiffs") commenced an action against the Company and certain of its current and former directors in the Supreme Court of British Columbia (the "Eastwood Litigation"). The notice of civil claim alleges that, among other things, the Company and certain of its current and former directors failed to disclose material changes and made misrepresentations in reconstituting the Board under a breach of contract theory based on the terms of the subscription agreement used by the Plaintiffs to purchase securities of the Company. The Plaintiffs also sought relief from claimed oppression under the Business Corporations Act (Ontario). The Plaintiffs seek to rescind or otherwise set aside their purchase of securities from the Company. Subsequently, on October 5, 2018, the Plaintiffs commenced an essentially identical action against the same defendants in the Ontario Superior Court of Justice (the "Ontario Action").

On February 12, 2019, the Company successfully obtained an order from the Ontario Superior Court of Justice for the permanent stay of the contract claims in the Ontario Action, and a temporary stay, pending the resolution of the B.C. Action, of the oppression claims asserted in the Ontario Action. The Plaintiffs unsuccessfully sought leave to appeal the temporary stay of the oppression claims in the Ontario Action, and then abandoned their appeal of the order granting a permanent stay of the contract claims asserted in the Ontario Action. The contract claims remain live in British Columbia. The Plaintiffs have indicated that they may abandon the B.C. Action in order to expedite the hearing of the oppression claims in Ontario. Until the Plaintiffs decide how they intend to proceed, neither the Ontario Action nor the B.C. Action is progressing.

The Company continues to believe that the allegations made by the Plaintiffs against it and its current and former directors are without merit and, should the Plaintiffs resume their actions, the Company will vigorously defend itself.

DESCRIPTION OF THE BUSINESS

General

In March 2016, UrtheCast announced its plans for the UrtheDaily Constellation (see "General Development of the Business – Three Year History – UrtheDaily Constellation and Data Buy Contracts"). Subject to UrtheCast financing the build and launch the UrtheDaily satellites, the UrtheDaily Constellation is scheduled to begin operations in late 2022 (see "Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation"). In addition, UrtheCast continues to develop technology and intellectual property related to its SAR IP and the OptiSAR program generally (see "General Development of the Business – Three Year History – OptiSAR Technology" and "Risk Factors - Risks Related to the Financing, Development and Launch of the OptiSAR Constellation and Monetization of Related Technology").

In January 2019, UrtheCast also acquired GEOSYS, a digital agriculture company that provides a suite of geo-analytics products and services to agribusinesses around the world (see "Description of the Business – Products and Services – Geo-analytics and Value-Added Services"). The acquisition of GEOSYS positions UrtheCast as a fully vertically-integrated geo-analytics solution provider for agriculture, able to integrate satellite imagery services with analytics (including through machine learning and AI). The analytics-ready data expected to be provided by the UrtheDaily Constellation, once operational, will further support these product offerings and enable further expansion into numerous industries and verticals (see "Risk Factors – Risks Related to the Acquisition and Integration of GEOSYS" and "Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation").

UrtheCast has also developed advanced synthetic aperture radar technology for satellites, called OptiSARTM.

Revenues are currently generated by (i) direct data sales to institutional users (both commercial and government), (ii) the provision of engineering services, which includes niche areas of EO technology development, including technology licensing, training, paid research and development, and the creation of technology solutions for customers with specific requirements, and (iii) sales of other value-added services and imagery-related products, such as GEOSYS' agricultural geo-analytics products and services.

Products and Services

Geo-analytics and Value-Added Services

UrtheCast participates in the market for "highly-derived" geo-analytics services and applications, including through strategic relationships with leading analytics companies, such as ArcGIS provided by ERSI (see "Risk Factors – Risks Related to Failure to Gain Market Acceptance" and "Risk Factors – Reliance on Key Relationships").

As described above under "General Development of the Business – Three Year History – GEOSYS Acquisition", on January 14, 2019, the Company completed the first closing of the GEOSYS Acquisition and entered into the 13-year WinField SLA agreement to provide Land O'Lakes with certain services historically provided by GEOSYS to Land O'Lakes (see "Risk Factors – Risks Related to Land O' Lakes and WinField"). GEOSYS is a digital agriculture company providing real-time, satellite-and weather-based actionable insights to clients across the agriculture supply chain and around the globe. Through its subsidiaries, GEOSYS has operating entities in the United States, Australia, Brazil, France and Switzerland.

The GEOSYS Acquisition positions UrtheCast as a fully vertically-integrated geo-analytics solution provider for agriculture, able to integrate satellite imagery services and the analytics (through machine learning and AI) that use the imagery to deliver to the global agribusiness industry from existing sources and, in the future, from the imagery expected to be produced by the UrtheDaily Constellation, once operational (see " Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation" and "Risk Factors – Risks Related to the GEOSYS Acquisition").

Revenue generated from sales of geo-analytics imagery products and value-added services totaled \$ million in the 2019 financial year. For more information, see UrtheCast's Annual Financial Statements for the fiscal year ended December 31, 2019.

Earth Observation

As described above, UrtheCast and its subsidiaries operate space-borne EO optical sensors, including the Deimos-1 and Deimos-2 satellites. UrtheCast acquired the Deimos-1 and Deimos-2 EO satellites in July 2015. Deimos-1 has a collection capacity of more than 5 million square kilometres per day, with a three-day average revisit time worldwide. The Deimos-2 satellite was launched in 2014 and provides 0.75-metre pan-sharpened images with a swath width of 12 kilometres. Deimos-2 has a collection capacity of more than 150,000 square kilometres per day, with a two-day average revisit time worldwide. Data captured by these sensors are downlinked to ground stations across the planet and displayed on the Esri platform, or distributed directly to partners and customers, supporting a wide range of information-rich applications and services (see "Risk Factors – Risks Related to the Operation of the Deimos-1 and Deimos-2 Satellites and the Expected Operation of the UrtheDaily Constellation"). Certain imagery from these and other sensors, such as the Landsat-8 satellite, has now been made available on the Esri Platform. UrtheCast also processes and distributes imagery data and value-added products on behalf of its Global Imaging Partners, a network of 10 EO satellite operators with a combined 25 medium- and high-resolution EO sensors, formed and led by Deimos Imaging, S.L.U. a wholly-owned subsidiary of UrtheCast.

UrtheCast's business development and sales team has been engaged in servicing and building up the sales funnel for the Company's EO business, including advanced data subscription agreements to purchase imagery from the UrtheDaily Constellation, if and when such imagery becomes available after the UrtheDaily Constellation becomes operational (see " Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation").

Direct sales of imagery data from UrtheCast's EO sensors and those of its Global Imaging Partners fit into the data sales portion of the EO industry. Euroconsult SA, a consulting and analysis firm specializing in space and satellite-based application markets ("Euroconsult"), in its survey titled, "Satellite-Based Earth Observation Market Prospects to 2028", forecasts that the market for data and services derived from EO satellites is expected to grow by 9.4 percent each year for the next ten years for a total upside market value of \$12.1 billion by 2028.

UrtheCast's imagery data sales include sales directly to end-users and sales to data distributors who then distribute imagery content to end-users in their respective markets. The development and sales team sell the imagery from the Company's own sensors, as well as imagery products from its Global Imaging Partners. Revenue generated from sales of raw EO imagery data or its derivatives into the existing EO market to commercial and government institutional customers began in 2015 and totaled \$ million in the 2019 financial year. For more information, see UrtheCast's Annual Financial Statements for the fiscal year ended December 31, 2019.

Additional strategic partnership agreements signed in 2017 with e-Geos, Space View and SIIS, enable the Company to also process and distribute imagery data and value-added products from over 15 additional radar and optical sensors, including the world-class COSMO-SkyMed, SuperView and Kompsat constellations. Overall, the Company now has access to a virtual constellation of over 25 operational satellites, providing optical and radar imagery with resolutions ranging from 30 metres to 40 centimetres per pixel.

Engineering Services and UrthePipeline

This component of the business is primarily focused on the development of key technologies that support UrtheCast's EO business. This has included the acquisition, launch and commissioning of the sensors installed on the ISS, as well as development of the required ground infrastructure, including the large cloud-based software infrastructure and applications for imagery processing and distribution, such as UrthePipeline.

Currently, the Engineering Services Division is focused on the development of key technologies for UrtheCast's future systems, including the UrtheDaily Constellation, and servicing the engineering services contracts described below.

UrtheCast's engineering capability in the EO field is such that certain customers make use of UrtheCast's capability to acquire solutions for their own use and to develop their own capabilities. In 2014, UrtheCast signed a contract with a confidential customer for the provision of engineering and value-added services and Earth imagery data valued at US\$65 million, and signed subsequent contracts with an international customer valued at US \$9 million and US \$3.9 million, respectively, to provide space hardware and engineering services (see "General Development of the Business – Three Year History – Engineering Services and UrthePipeline" above). The US\$65 million contract is not yet complete, as further milestones are expected to be completed in 2020.

The Company has also successfully bid for and won various government funding commitments for the performance of research and development or engineering services work. As of December 31, 2019, aggregate funding commitments, excluding SADI, totaled \$14.4 million, of which \$3.8 million has not yet been claimed. Additionally, the SADI funds (see "General Development of the Business – Three Year History – Engineering Services and UrthePipeline" above) have been used to assist with the development of the Company's SAR technologies. To date, \$11.2 million has been received from this source (See "Risk Factors – Risks Related to Government Funding").

Market

The imagery data generated from UrtheCast's sensors are used to generate revenue from EO data sales. Conventional data sales are made up of archival EO imagery and data sales and orders to acquire new EO imagery data and value-added products. However, there is no guarantee that the market for conventional data sales will be receptive to UrtheCast's future products or continue growing as the Company expects (see "Risk Factors – Risks Related to Failure to Gain Market Acceptance"). UrtheCast also provides engineering services in the satellite sector using its experienced team of engineers in the space sensor and EO industries. Finally, with the acquisition of GEOSYS, UrtheCast provides geo-analytics products and services, primarily for agricultural areas and crop health, with key customers in the agribusiness, insurance and commodities industries. Below is a description of each current and anticipated revenue stream and the underlying target market. As with any developing technology company, there are unidentified revenue streams that may surface as the Company grows.

Geo-analytics and Value-Added Services

According to MarketsandMarkets Research Private Ltd., a global market research and consulting firm, in its report, updated as of October 2019, entitled "Geospatial Analytics Market by Component (Software & Solution, Service), Type (Surface & Field Analytics, Network & Location Analytics, Geovisualization), Application (Surveying, Medicine & Public Safety), Vertical, and Region - Global Forecast to 2023" MarketsandMarkets expects the geoanalytics market to grow from approximately US\$40 billion in 2018 to approximately US\$86 billion by 2023. Geoanalytics is at an early-stage, but just as the satellite communications and satellite navigation segments of the space industry have become largely subsumed in much bigger and more transformational commercial industries, UrtheCast believes there are many signs that the EO industry has reached an inflection point and is similarly about to become part of a "big-data" geo-information and geo-analytics information services industry. In particular, UrtheCast believes geo-analytics will be a rapidly-growing part of the broader big-data predictive analytics markets and will emerge at the nexus of remotely-sensed change detection, location-based analytics services, machine-learning and 'big-data' algorithmic processing of information. UrtheCast believes that EO-enabled geo-analytics will allow for the discovery and exploitation of information hidden within huge volumes of traditional EO imagery, rather than just the imagery itself, and that the combination of this information with other datasets will allow for better decision-making at large scales.

There are a few key trends UrtheCast believes are driving this transformation: a reduction in the cost of building and launching satellites, including so-called small- and medium-sats that can be launched in groups and operated in tandem as part of a constellation; the emergence of massively scalable, low-cost cloud computing for image analysis, processing and distribution; rapid growth in demand for 'big-data' information solutions in a variety of sectors, including agriculture, forestry, water management, mining, infrastructure planning, environmental monitoring, transportation, shipping, security, taxation, industrial production, urban planning, traffic, and insurance; and developments in geo-analytics software algorithms to deliver the analysis and predictive analytics those sectors are demanding.

UrtheCast believes that these trends indicate that high quality and frequently updated EO imagery, provided by a constellation of small-sats, which is rapidly processed and analyzed using 'big-data' analytics, has the potential for massive usage, and an equally large market size. UrtheCast is seeking to capitalize on these trends, moving from providing traditional EO imagery to providing increasingly sophisticated information products and services for the 'big-data' geo-information market. The GEOSYS Acquisition is an example of this strategy as the Company moves to a focus on high-value-added products rather than simple pixels.

In addition, UrtheCast has already begun designing and building a vertically-integrated 'big-data' geospatial and geo-analytics collection, processing, and information management system using its current sensors, and expects to expand this with the unique imagery to be provided by the UrtheDaily Constellation, provided this constellation reaches the operational stage as envisioned (see "Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation"). In particular, the UrtheDaily Constellation is designed to capture medium-resolution imagery of the Earth's entire landmass (excluding Antarctica) every day, producing machine learning-ready, scientific-grade data to help UrtheCast and other geo-analytics companies measure and monitor change on our planet, and ultimately help to address some of Earth's biggest challenges, at scale. As noted above, the GEOSYS acquisition is a step on the execution of this strategy as a downstream use of EO imagery and provider of geo-analytics to the agricultural industry, including its largest customer, a leading U.S. agribusiness, Land O' Lakes (See "Risk Factors – Risks Related to Land O' Lakes and WinField").

Earth Observation Data Sales

The market for EO data sales is a well-established and growing industry. As noted above, in its survey titled, "Satellite-Based Earth Observation Market Prospects to 2028", Euroconsult forecasts that the market for data and services derived from EO satellites is expected to grow by 9.4 percent each year for the next ten years for a total upside market value of \$12.1 billion by 2028. As remote sensing becomes more affordable and technologically advanced, and geo-analytics provides more useable and valuable data from this imagery, demand for EO data is expected to increase. Organizations are realizing the benefits of having such imagery data available to them and global collaborations with companies such as UrtheCast are expected to spark creativity and growth in the commercial space sector to find additional uses for EO data, value-added products and services and related content.

In addition, many government customers have consistent and on-going requirements for EO imagery to supervise and manage, among other things, resources, animal migrations and national borders. EO observation data is also used by government agencies and non-governmental organizations to track environmental changes, natural disasters and human conflicts.

UrtheCast has an established customer base across Europe, North America and Latin America, including the European Space Agency ("ESA"), the European Commission, various European governmental agencies, and commercial customers around the world in the agricultural, forestry and land use industries, among others.

As noted above under the heading "Products and Services – Earth Observation", UrtheCast processes and distributes imagery data and value-added products on behalf of its Global Imaging Partners, which allows UrtheCast to sell imagery data and value-added products to its customers that are derived from an additional 25 medium- and high-resolution EO sensors owned by other partners. An additional 15 radar and optical sensors, including the worldclass COSMO-SkyMed, SuperView and Kompsat constellations, are accessible through the strategic partnership agreements signed in 2017 with e-Geos, Space View and SIIS. These additional sensors enable the Company to leverage underutilized space assets, diversify its sources of raw imagery, increase its revenue stream from EO data sales and access new market segments that are not serviced by the sensors owned and operated by UrtheCast (see "Risk Factors – Risks Related to the Global Imaging Partners").

UrtheCast also offers its imagery products to news and media organizations and other entities with large content requirements. For example, should the sensors be covering a geographic region when an earthquake or tsunami hits, that content could be sold to news agencies wishing to have timely and exclusive coverage.

Engineering Services

UrtheCast performs engineering work both to support its EO data sales business and to provide engineering services to third parties. This includes the design and acquisition of space- and ground-based equipment, as well as the development of the large, cloud-based software infrastructure and software needed to process and distribute data to customers, including the system known as the UrthePipeline. Many customers in the industry do not have this engineering capability, so UrtheCast is able to sell engineering services to such customers, either in direct support of their acquisition of space or ground hardware or software, or by performing training or other services.

In addition to customers of the nature described above, UrtheCast's Engineering Services team is also able to perform technology development in support of traditional space agencies, such as the Canadian Space Agency. These projects provide ancillary sources of funding for UrtheCast's primary technology development activities.

Distribution – EO Data Sales and Geoanalytics

As of the date of this AIF, GEOSYS employs sales and business development staff who are responsible for servicing its geoanalytics customers and growing the Company's customer base in new verticals and geographies. GEOSYS has operating entities in the Unites States, France, Switzerland, Brazil and Australia and conducts sales around the globe.

UrtheCast and Deimos Imaging have also entered into data distribution and reseller agreements with distributors in Asia, North America, South America, the Middle East and Europe. The Company and Deimos Imaging also employ regional sales managers who are responsible for growing the Company's distribution network and work with its distributors to close orders from end customers in their respective regions. UrtheCast and Deimos Imaging also work directly with many end-customers to fulfill imagery orders (see "Risk Factors – Risks Related to Dependence on Foreign Data Distributors").

Finally, UrtheCast also processes and distributes imagery data and value-added products on behalf of the its Global Imaging Partners, a network of 10 EO satellite operators with a combined 25 medium- and high-resolution EO sensors, formed and led by Deimos Imaging, S.L.U. a wholly-owned subsidiary of UrtheCast (see "Risk Factors – Risks Related to the Global Imaging Partners").

Marketing Plan and Strategy

UrtheCast currently markets itself using direct marketing, such as conferences and trade shows that focus on the EO industry, geo-analytics, new technology, internet-based communications and space-related activities. UrtheCast also uses its social media channels and its website to communicate with its current and potential customers, generate sales leads and demonstrate thought leadership in the industry (see "Risk Factors – Risks Related to Failure to Gain Market Acceptance"). UrtheCast's and GEOSYS' marketing materials focus on topics such as geo-analytics, agriculture, the environment, and other space-related activities and is also used to present information pertaining to UrtheCast, such as recent imagery acquired by UrtheCast's or its Global Imaging Partners' sensors and new products and services, or the agribusiness products and services of GEOSYS and examples of customer success stories in agricultural yields using our products and services. UrtheCast will continue to evolve its traditional and digital marketing activities and tools in the future. UrtheCast and GEOSYS also attend industry conferences, conventions, and trade shows, and leverage their deep business and personal connections in the agricultural industry to market and license GEOSYS' products and services to agribusinesses around the world. GEOSYS' close association with leading agribusiness Land O' Lakes has helped to establish GEOSYS as a market leader in agribusiness geo-analytics, and UrtheCast expects to continue to leverage opportunities derived from these advantages (see "Risk Factors – Risks Related to the Acquisition and Integration of GEOSYS").

Monetization and Pricing

Traditional imagery products and other value-added products and services derived from EO imagery are priced competitively in each market segment to compete with leading industry competitors, including through public tendering processes. Revenues from sales of its Global Imaging Partners sensors are shared among applicable Global Imaging Partners involved in the relevant transaction (see "Risk Factors – Risks Related to the Global Imaging Partners"). As an experienced and leading geo-analytics company focused on agribusiness, GEOSYS has a deep understanding of the agricultural market and a long track record of servicing large customers, such as Land O' Lakes, at competitive prices. Prices vary based on the specific services or product purchased, or the type of use license acquired, and the Company closely monitors its competitors to ensure its pricing remains competitive in the market.

Specialized Skill and Knowledge

UrtheCast's global team is comprised of leading ground segment operators, software developers, designers, GIS experts, engineers, imagery scientists and aerospace and web services professionals who are passionate about realizing UrtheCast's vision to democratize Earth observation imagery and capitalize on the growing geo-analytics market. UrtheCast's management and employees have extensive experience and longstanding working relationships with the Canadian and European space agencies, the U.S. National Geospatial-Intelligence Agency and Elecnor Deimos Space, one of Europe's leading space companies (see "Risk Factors – Risks Related to UrtheCast's Directors, Officers and Employees"). In addition, the GEOSYS acquisition has resulted in the acquisition of leading agronomists, software engineers, geo-analytics experts and a sales and distribution team with decades of experience in the agricultural industry in the United States, Europe, Australia and Brazil, and with significant expertise in customizing proprietary geo-analytics tools to meet customer needs.

Competitive Conditions

UrtheCast's current and proposed products and services compete, and are expected to compete, with satellite and aerial imagery and related value-added products and services offered by a range of commercial providers including Maxar Technologies Ltd., and the entities resulting from its sale to Northern Private Capital of that portion of the business that previously comprised Canada-based MacDonald, Dettwiler & Associates Ltd., ImageSat International N.V., Airbus Defence and Space, Planet Labs Inc. as well as numerous aggregators of imagery and imagery-related products and services, including Google and Microsoft. With the acquisition of GEOSYS, additional competitors include Agribotix, SlantRange, Sentera and Skycatch and other geo-analytics companies seeking to enter the agribusiness space or provide integrated solutions to customers seeking agricultural and crop data at scale. Foreign governments, including India, South Korea and Taiwan also sell their data commercially. In addition, UrtheCast, along with other providers of EO imagery, expects to compete against providers of high-resolution aerial imagery, such as Pictometry International Corp. Aerial imagery providers can provide higher resolution and more customized imagery when compared to EO providers, but have a more limited image collection capacity within their airplane, drone or similar platform and require regulatory approvals to operate in sovereign airspace. In contrast, EO imagery companies typically have greater collection capacity and possess the ability to repeatedly pass over a geographic region without violating sovereign airspace regulations.

UrtheCast's competitive advantages today flow from its lower cost operating structure when compared to traditional EO data providers, the high barriers to entry inherent in the space industry, the operational track record of Deimos Imaging and GEOSYS, its strong focus on customer service and the sales footprint of UrtheCast and GEOSYS. With the addition of GEOSYS, this combined footprint increased in 2019, with deeper access to the agricultural industry and other users of this data, including insurance providers and commodities trading houses. With its integrated, highly efficient sales structure and its unique and diverse product offering made possible by the proprietary tools provided by GEOSYS, UrtheCast believes it possesses a compelling and vertically-integrated service offering produce value-added products and actionable insights for customers in a seamless end to end experience (see "Risk Factors – Competition and Loss of Market Share").

GEOSYS' competitive advantages also flow from its proprietary processing system which is source agnostic, so it can seamlessly take in imagery from any source for calibration to ensure a daily flow of data to its customers. This is a different approach from its competitors who generally utilize one private source in addition to one or both government satellites. Few providers intercalibrate the data as we can, and simply show imagery "as is", this is why we believe our approach provides our customers with more valuable information to guide decision-making and provide actionable insights. In addition, GEOSYS differentiates itself using proprietary software paired with industry leading algorithms ensure consistency across the various imagery sources while capturing every useful pixel.

The development of the Company's Synthetic Aperture Radar technology has placed UrtheCast at the forefront of a unique technology niche due to the fully digital nature of its technology and its dual band design (see "General Development of the Business – Three Year History – OptiSAR Technology").

The UrtheDaily Constellation is a planned global coverage constellation aiming to acquire high-quality, multispectral imagery, at a ground sampling distance of five metres, taken at the same time, from the same altitude every day. UrtheCast believes the UrtheDaily Constellation presents a disruptive and problem-solving technology that will transform the way we observe our planet. The spacecraft, constellation and operations approach of the UrtheDaily Constellation is expected to enable ultra-high sensor spectral calibration targeted specifically at geo-analytics applications to optimize the ability to reliably extract information from the imagery and to detect even subtle changes on the planet. The spectral bands of the optical sensors expected to be used in the satellites comprising UrtheDaily Constellation have been selected to match Landsat-8/Sentinel-2/RapidEye/Deimos-1 bands to ease the constant and automatic in-flight cross-calibration with trusted references, minimize the effects due to atmospheric variations, and to provide improved accuracy of key information products. UrtheCast believes this approach will facilitate adoption of imagery from the UrtheDaily Constellation by users with experience using these legacy sensors (see "General Development of the Business – Three Year History – UrtheDaily Constellation and Data Buy Contracts").

Strategic Relationships

UrtheCast has structured strategic relationships with global leaders in space technology, EO imaging, advanced imagery data processing, ground segment infrastructure and satellite construction.

SSTL

UrtheCast's strategic implementation partner for the design of certain components and the build of the satellites in its planned UrtheDaily Constellation is UK-based SSTL, the world's leading Smallsat manufacturer, owned by Netherlands-headquartered Airbus Group SE.

Global Imaging Partners

UrtheCast cooperates closely with members of its Global Imaging Partners, a network of 10 EO satellite operators with a combined 25 medium- and high-resolution EO sensors, to process and distribute imagery data and value-added products derived from this diverse suite of sensors. The partnership was co-founded and is led by Deimos Imaging, a wholly-owned subsidiary of UrtheCast (see "Risk Factors – Risks Related to the Global Imaging Partners").

Elecnor Deimos Space

In addition, Deimos Castilla La Mancha, S.L.U. ("DCM"), a wholly-owned subsidiary of Elecnor, DOT Imaging, S.L.U. (now owned by UrtheCast), Elecnor Deimos Space and Elecnor entered into a service level agreement (including certain statements of work thereunder, the "Service Level Agreement"), pursuant to which DCM and Elecnor Deimos Space are obligated to provide services and premises to Deimos Imaging that are necessary in connection with the use of the Deimos-2 satellite and related operations. Certain of these services are provided in connection with the ground segment hardware in respect of the Deimos-2 satellite, including the antenna located in Puertollano, Spain, which continues to be owned by DCM in order to ensure compliance with the terms of the Government Subsidies (as defined below under "Risk Factors – Risks Related to Government Subsidies"). Given the critical nature of the services to be rendered to DOT Imaging, the subcontracting of services under the Service Level Agreement to a third party is subject to Deimos Imaging's consent and any proposed assignment or change of control of any of DCM, Elecnor Deimos Space or Elecnor is also subject to DOT Imaging's prior consent and notification. In addition, DCM and Elecnor Deimos Space are only permitted to terminate the Service Level Agreement for cause and Elecnor does not have any rights to terminate the Service Level Agreement.

Land O' Lakes, Inc. and WinField

As noted above under "General Development of the Business – Three Year History – GEOSYS Acquisition", on January 14, 2019, the Company completed the first closing and gained control of GEOSYS from Land O' Lakes. The aggregate cash purchase price of the GEOSYS Acquisition of US \$20.0 million is payable in three installments. The Company paid to Land O'Lakes or set off from funds owed to it by WinField US \$5.0 million for 100% of the ownership of GEOSYS on the first closing of the transaction on January 14, 2019, and US\$0.75 million on January 1, 2020 as partial payment for the second closing instalment. The Company and Land O'Lakes agreed to further defer the remaining US\$4.25 million balance of the second instalment, which was due by February 14, 2020, with US\$0.75 million paid on April 1, 2020 through a setoff of amounts owed under the Winfield SLA and US\$3.5 million payable by May 14, 2020, although, as noted above, the Company is currently in discussions with Land O' Lakes to further defer or set-off, under the WinField SLA, this upcoming payment . The final installment of US\$10 million is due by April 13, 2021.

Under the terms of the GEOSYS Acquisition, the GEOSYS IP will only transfer to the Company at second closing, but Land O'Lakes has agreed to provide UrtheCast with certain services and a license to the GEOSYS IP from the first closing until the second closing under an interim services agreement. A strong working relationship with Land O' Lakes will facilitate a smooth integration of GEOSYS into UrtheCast and ensure orderly completions of the second closing and transfer of the GEOSYS IP (see "Risk Factors – Risks Related to Land O' Lakes and WinField")

In addition, on first closing, the Company entered into the 13-year WinField SLA to provide Land O'Lakes with certain services previously provided by GEOSYS to Land O'Lakes with total annual fees payable to the Company in excess of US \$10.0 million per year, and an increased rate at such time as the UrtheDaily Constellation is operational. As GEOSYS' single largest contract, this is an important strategic and financial agreement for the Company (see "Risk Factors – Risks Related to Land O' Lakes and WinField").

Components

UrtheCast has established relationships with a number of organizations, including SSTL, Land O' Lakes and Elecnor Deimos Space. Each of these entities is a large, well-established company offering secure supplies and ready availability of components (see "Description of the Business – General – Strategic Relationships" above). UrtheCast also relies on Amazon Web Services, Inc. ("AWS") for critical components of its ground segment infrastructure, including cloud storage, backups, disaster recovery and image processing servers (see "Risk Factors – Risks Related to Reliance on Key Agreements and Relationships") As some of the components that UrtheCast procures are denominated in the British pound sterling, Euros and U.S. dollars, the costs of these components are subject to foreign currency risk (see "Risk Factors – Risks Related to Currency Exchange Rate Risk").

Intellectual Property

In accordance with industry practice, the Company currently protects its proprietary rights through a combination of copyright, trade-mark, patents, trade secret laws and contractual provisions. The source code for the Company's web-platform software is protected under Canadian and applicable international copyright laws.

Patent applications are filed in various jurisdictions internationally, which are carefully chosen based on the likely value and enforceability of intellectual property rights in those jurisdictions, and to strategically reflect UrtheCast's anticipated major markets. Patents provide UrtheCast with a potential right to exclude others from incorporating UrtheCast's technical innovations into their products and processes. Where appropriate, UrtheCast licenses third party technologies to provide UrtheCast with the flexibility to adopt preferred technologies. As of December 31, 2019, UrtheCast has been granted at least one US patent, and has filed at least 12 patent applications relating to UrtheCast's inventions, including nine international Patent Cooperation Treaty ("PCT") patent applications. The PCT applications preserve UrtheCast's right to file corresponding patents in jurisdictions that are parties to the PCT, which includes most of the major industrialized countries. The scope of protection obtained, if any, from the Company's current or future patent applications may not be known for several years. Moreover, there is no guarantee that any patents will be issued with respect to any such patent applications, and if patents are issued, they may not

provide the Company with the expected competitive advantages, or they may not be issued in a manner that gives the Company the protection that it seeks, or they may be successfully challenged by third parties.

The Company also seeks to avoid disclosure of its intellectual property and proprietary information by requiring employees and consultants to execute non-disclosure and assignment of intellectual property agreements.

Such agreements also require UrtheCast's employees and consultants to assign to the Company all intellectual property developed in the course of their employment or engagement. The Company also utilizes non-disclosure agreements to govern interaction with business partners and prospective business partners and other relationships where disclosure of proprietary information may be necessary, and the Company takes measures to carefully protect UrtheCast's intellectual property rights in UrtheCast's collaboration and supply chain agreements.

UrtheCast's software includes software components licensed from third parties including open source software. The Company believes that it follows industry best practices for using open source software, and that replacements for third party licensed software are available either as open source software or on commercially reasonable terms.

UrtheCast has filed for several trade-mark applications and/or has received some registration certificates, including for "URTHECAST", "URTHE" and "URTHECAST Design", 'URTHEDAILY" and "OPTISAR" in Canada, the United States and certain other jurisdictions. The Company has registered and maintains the registration of a variety of Internet domain names that include "urthecast" or variations thereof.

The enforcement of UrtheCast's intellectual property rights also depends on any legal actions against any infringers being successful, but these actions may not be successful or may be prohibitively expensive, even when the Company's rights have been infringed (see "Risk Factors – Risks Related to Intellectual Property").

In addition, as discussed under "General Development of the Business – Three Year History – GEOSYS Acquisition", the GEOSYS IP is retained by Land O' Lakes until the second closing of the acquisition. In the interim, a license is provided pursuant to an interim agreement. The GEOSYS IP includes an intellectual property portfolio of various trademarks related to its agriculture-focused geo-analytics products as well as proprietary software systems protected by trade secret.

Economic Dependence

The Company entered into a long-term contract in 2014 with a confidential customer for the provision of engineering and value-added services and Earth imagery data valued at US\$65 million which is expected to be completed in 2020. The Company has also entered into an agreement with SSTL in respect of the design and build of certain pre-flight components related to OptiSAR technology and views SSTL as a strategic implementation partner in the development and construction of the proposed UrtheDaily Constellation (see "Risk Factors – Risks Related to Reliance on Key Agreements and Relationships").

Employees

As of the date of this AIF, UrtheCast, including its subsidiaries, has 197 employees including: 51 employees working in Vancouver, British Columbia at the headquarters of the Company, two working in Toronto, Ontario; 15 from various locations in the United States; 58 working in Spain; 65 working in France; and six working remotely in other locations around the world.

While UrtheCast's employees are not represented by a collective bargaining agreement and the Company has never experienced any work stoppage, certain subsidiaries operate in jurisdictions where labour regulations provide union-like rights to employees or where employees have otherwise organized. GEOSYS employees in France have representation on committees which help to oversee GEOSYS' compliance with French regulations respecting employees, and the employees derive certain rights therefrom, as is standard in this regulatory regime. In addition, Deimos employees based in Spain under Spanish labour laws organized the Comité de Empresa/Workers' Committee

in May of 2019 to represent Deimos Imaging's workers regarding the management of the company with a focus on employee engagement. The Company has open and clear lines of communication and works in a cooperative manner with both committees on a range of matters including, but not limited to: policy changes, compensation planning, workforce restructuring, the relocation of facilities, work organization and control systems, depending on the needs of the organization.

The Company considers its relations with its employees to be strong and does not foresee any interruptions in its labour or material degradation in its labour relations at this time. In addition, the Company views its employees as an important competitive advantage. The Company has experienced executives and advisors in the EO, satellite manufacture and geo-analytics industries and UrtheCast's management and engineering teams have an in-depth knowledge of the Company's target vertical markets, and of the geo-imaging and aerospace industry in general (see "Risk Factors – Risks Related to UrtheCast's Directors, Officers and Employees").

Foreign Operations

The Company has its headquarters in Vancouver, Canada, three offices in Spain (Boecillo, Madrid and Puertollano), an office in each of Minnesota, USA and Toulouse, France for GEOSYS employees, as well as various employees working remotely from various other locations worldwide, including the United States.

In addition, the Company, including its subsidiaries, has data distribution agreements with third party distributors in dozens of countries spanning six continents.

For the fiscal year ended December 31, 2019, most of the Company's expenses were incurred in Canada, France and Spain. However, some of the Company's transactions occur in other foreign jurisdictions, resulting in expenses being charged, and revenue being received, in foreign currencies, including the U.S. dollar and the Euro. At December 31, 2019, the Company has entered into forward contracts to fix the exchange rate on future supplier payments of £3.6 million related to the OptiSAR program. Excluding this, the Company has not hedged its exposure to currency fluctuations affecting future international revenues, expenses and other commitments. Accordingly, currency exchange rate fluctuations may cause variability in the Company's expected foreign currency denominated revenue streams, expenses, and any costs to settle foreign currency denominated liabilities. In particular, the Company expects to continue to incur a greater portion of its expenses in Canadian dollars and Euros relative to the amount of revenue it expects to receive in Canadian dollars and Euros so fluctuations in the Canadian-U.S. dollar exchange rate, the Canadian-Euro exchange rate, and the Euro-U.S. dollar exchange rate could have a material effect on the Company's business, results of operations and financial condition. The Company may need to seek additional hedging arrangements following the GEOSYS acquisition as a result of its foreign operations. See "Risk Factors – Risks Related to Dependence on Foreign Data Distributors" and "Risk Factors – Risks Related to Currency Exchange Rate Risk".

RISK FACTORS

An investment in UrtheCast is speculative and involves a high degree of risk due to the nature of the Company's business and the present stage of its development. The following risk factors, as well as risks not currently known to the Company, could materially adversely affect the Company's future business, operations and financial condition and could cause them to differ materially from the estimates described in forward-looking statements contained herein. By their nature, forward-looking statements involve numerous assumptions and known and unknown risks and uncertainties, of both a general and specific nature, that could cause actual results to differ materially from those suggested by the forward-looking statements or contribute to the possibility that predictions, forecasts or projections will prove to be materially inaccurate. Prospective investors should carefully consider the following risk factors along with the other matters set out herein:

Risks Related to Cash Flow Constraints

The Company is experiencing cash flow constraints and may not have sufficient funds to be able to pay its debt and other obligations in the future, including but not limited to the remaining payments to Land O' Lakes in connection with the second and final closings of the GEOSYS Acquisition, or may be unable to service its contractual obligations under the WinField SLA, resulting in a breach of that agreement or of the Purchase and Sale Agreement in respect of the GEOSYS Acquisition or making it difficult to set off amounts owing to Land O' Lakes from amounts owed by WinField under the WinField SLA (see "General Development of the Business – Three Year History – GEOSYS Acquisition"). If the Company continues to experience cash flow constraints and its cash flow becomes inadequate to meet its obligations or if the Company is unable to generate sufficient cash flow or otherwise obtain funds necessary to pay its debts and meet its obligations, it will be in default under the relevant payment terms of such debts, including but not limited to the repayment of certain deferred amounts under the senior secured term loan from Sabadell under the Sabadell Secured Term Loan, which had a principal balance outstanding of €14.5 million as at December 31, 2019, under the 2018 Interest-Bearing Debentures and January 2019 Term Loan, June 2019 Term Loan, July 2019 Term Loan, the September 2019 Term Loan, and the 2020 Debentures, as well potentially under other facilities, such as the US\$10 million trade receivables facility entered into in 2019, and may be unable to satisfy the upcoming payment obligations in respect of the GEOSYS Acquisition, which would preclude the second or final closing of that acquisition and result in the inability to obtain the GEOSYS IP and other adverse consequences. If the Company cannot make scheduled payments on its debt, or comply with its covenants in these agreements, it will be in default of such indebtedness, including applicable cross-default covenants which automatically trigger a default under other credit facilities or debt arrangements when the Company defaults under another of its credit facilities or debt arrangements, and, as a result, holders of such debt could declare all outstanding principal and interest to be due and payable; the lenders could terminate their commitments to lend the Company money; the holders of the Company's secured debt could realize upon the assets securing their borrowings (which effectively extends to all material assets of the Company at this time, and includes all assets of UrtheCast Spain and Deimos under the Sabadell Secured Term Loan and all assets of GEOSYS under the 2019 Term Loan and certain SAR IP, as well as any net proceeds from a sale of the Deimos Imaging business); the Company would cross-default under certain material agreements; the Company could become the subject of restructuring, insolvency, bankruptcy or liquidation proceedings, which could result in securityholders losing their investment; and the value of the Common Shares could decline. Any of these outcomes would have a material adverse effect on UrtheCast's business, prospects, financial position and operating results.

Moreover, the Company, in the past, has experienced negative cash flows. Since cash collections from the engineering services business and certain long-term EO data contracts are based on the achievement of major project milestones, UrtheCast expects that it will continue to sustain significant variability of cash flows from quarter to quarter. The Company cannot guarantee that it will have a cash flow positive status. To the extent that the Company has negative operating cash flows in future periods, it will need to deploy a portion of its existing working capital to fund such negative cash flow or undertake additional equity or debt financing to fund operations. No assurance can be given that the Company will be able to secure additional or alternative debt or financing on satisfactory terms or at all.

Risks Related to the Company's Ability to Continue as a Going Concern

The Company has a history of operating losses and generating insufficient cash flows from operations to fund its activities. Based on the Company's forecast cash flows for the next twelve months, the Company's current cash flow from operations is unlikely to be sufficient to cover its commitments, obligations and operating costs for at least the next twelve months, which would have a significant negative impact on its ability to continue as a going concern. There is substantial doubt as to whether or when the Company can attain positive operating cash flows from operations on a reliable basis or that the Company can continue as a going concern.

On May 18, 2018, the Company entered into the Credit Agreement with the Senior Lenders to finance the UrtheDaily Constellation, which was mutually terminated on February 13, 2019. As a result, the Company is pursuing alternative sources of financing in order to finance the UrtheDaily Constellation. The Company will need to secure alternative sources of financing in order to obtain funds to pay for its ongoing costs of operations, meet its commitments to lenders and fund the development of the UrtheDaily Constellation. The Company monitors its risk of shortage of funds by monitoring forecasted and actual cash flows and maturity dates of existing financial liabilities and commitments and is actively managing its capital to ensure a sufficient liquidity position to finance its general and administrative, working capital and overall capital expenditures.

In order to address the working capital deficiency, the Company will rely, in part, on cost reductions and transactions entered into during 2019 and continuing in 2020, including the cash flows generated from the WinField SLA and may require additional financing or the extension of maturity dates under its existing term loans and debentures (see "General Development of the Business- Three Year History – Financings"), and other efforts to monetize or sell its existing assets which are currently being explored.

Management for the Company has concluded that the material uncertainties regarding the Company's ability to secure adequate financing to fund its working capital deficiency, meet its commitments to lenders and fund the development of UrtheDaily raise significant doubt as to the ability of UrtheCast to continue as a going concern and therefore has included notice of such in the Company's audited financial statements for the 2019 fiscal year.

The Company's ability to continue as a going concern is dependent upon its ability to generate cash flows from operations and to complete the negotiations to obtain additional funding from the debt financing, equity financings or through other arrangements. While the Company has been successful in arranging financing in the past, there can be no assurance the debt financing or any equity offering will be completed on the terms currently being negotiated or at all. These conditions indicate the existence of a material uncertainty that may cast significant doubt regarding the Company's ability to continue as a going concern. The Company's financial statements for the 2019 fiscal year may not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary were the going concern assumption deemed to be inappropriate. These adjustments could be material.

Accordingly, the Company's ability to continue as a going concern is dependent on the Company securing additional financing. Failure to obtain necessary financing at the time required may result in the delay or indefinite postponement of some or all of the Company's projects and, could ultimately cause the Corporation to cease operations.

Risks Related to Liquidity

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company is currently experiencing severe cash flow constraints and may not have sufficient funds to be able to pay its debt and other obligations in the future. The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The key to success in managing liquidity is the degree of certainty in the cash flow projections. If future cash flows are fairly uncertain, the liquidity risk increases. The Company monitors its risk of shortage of funds by monitoring forecasted and actual cash flows and maturity dates of existing financial liabilities and commitments and is actively managing its capital to ensure a sufficient liquidity position to finance its general and administrative, working capital and overall capital expenditures.

At December 31, 2019, the Company had approximately \$1.8 million in cash on hand, which indicates that its currently available funds are insufficient for it to continue to pay its debts as they come due and to maintain the Company as a going-concern for any extended period of time. Based on the Company's forecasted cash flows for the next twelve months, the Company's current cash flow from operations may not be sufficient to cover its commitments, obligations and operating costs for at least the next twelve months.

As discussed above under the heading "Three Year History – UrtheDaily Financing", in the risk factors above and under the heading "Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation" below, the Company is pursuing alternative sources of financing in order to finance the UrtheDaily Constellation. The Company will need to secure additional capital through alternative sources of financing in order to obtain funds to pay for its ongoing costs of operations, meet its commitments to lenders and fund the development of the UrtheDaily Constellation. In order to address the working capital deficiency, the Company will rely, in part, on debt financing transactions entered into subsequent to December 31, 2019, cash flows generated from the WinField SLA, the trade receivables facility and exploration of other options to monetize its assets, including by sale.

There can be no assurance that the Company will be successful in achieving the results set out in its internal cash flow projections. If future cash flows are uncertain, the liquidity risk increases. See "Risk Factors – Risks Related to Cash Flow Constraints", "Risk Factors – Risks Related to the Company's Ability to Continue as a Going Concern", and "Risk Factors – Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation".

Risks Related to Negative Cash Flows

The Company had negative cash flows from operations in its financial year ended December 31, 2019, and, since cash collections from the engineering services business and certain long-term EO data and geo-analytics contracts are based on the achievement of major project milestones, UrtheCast expects that it will continue to experience significant variability of cash flows from quarter to quarter. The Company cannot guarantee that it will have a cash flow positive status. To the extent that the Company has negative operating cash flows in future periods, it will need to deploy a portion of its existing working capital to fund such negative cash flow or undertake additional equity or debt financing to fund operations.

Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally

On December 11, 2015, the Company's wholly-owned Spanish subsidiary, UrtheCast Spain, obtained the €25 million Secured Term Loan from Sabadell, a Spanish bank. Pursuant to the Sabadell Secured Term Loan agreement and related documents (together, the "Sabadell Secured Term Loan Agreement"), the Secured Term Loan has a five-year term and accrues interest at the 6-month Euro Interbank Offered Rate (EURIBOR), which shall be deemed to be no less than 0%, plus 2.6% per annum (see "General Development of the Business – Three Year History – Financings" above). The loan was repayable in annual instalments of €4,000 over the first four years, of which the first payment was made in 2016, and €9,000 was repayable on the maturity date. UrtheCast Spain was in material compliance with the annual debt coverage ratio at December 31, 2019 and received a waiver from Sabadell in respect of compliance with the annual leverage ratio covenant pursuant to the Sabadell Secured Term Loan Agreement. Sabadell also agreed to defer €2.5 million of the €4.0 million principal payment which was due in December 2018 to January 2019. The Company repaid €1.0 million and the remaining €1.5 million was further deferred to September 30, 2019. In October 2019, Sabadell agreed to defer €1.35 million of the previously deferred €1.5 million principal payment to January 31, 2020 in exchange for a partial principal repayment of €0.15 million plus accrued interest. Furthermore, Sabadell agreed to defer the €4.0 million principal repayment that was due in December 2019 to January 31, 2020. An amendment was subsequently signed to defer the principal payments of €1.35 million and €4.0 million to June 1, 2020, in order to provide the Company with additional time to complete the proposed sale of the Deimos Imaging business. As of the date of this AIF €14.35 million remains outstanding under the Sabadell Term Loan. Under the Sabadell Secured Term Loan Agreement, the Company is required to fund a Debt Service Reserve Account ("DSRA") up to a maximum of €1,000 per year when annual EBITDA falls within certain thresholds. No funding of the DSRA was required with respect to 2019.

The Sabadell Secured Term Loan Agreement has usual and customary covenants to keep the facility in good standing, including, but not limited to, repayment of the principal advanced thereunder and accrued interest, receipt of regular financial reports, compliance with all applicable laws and applicable securities legislation, obligation to provide notice of material events, compliance with the use of proceeds provisions of the Secured Term Loan, and obligation to maintain secured assets and insurance thereon. If UrtheCast defaults in respect of its obligations under the Secured Term Loan Agreement, UrtheCast may lose the shares of certain of its international subsidiaries (which are pledged as collateral under the Secured Term Loan) and other property securing its obligations under such Secured Term Loan Agreement, which would have a material effect on the Company's operations.

On January 14, 2019, the wholly-owned subsidiary of the Company that acquired GEOSYS, 1185781 B.C. LTD. (the "Borrower") entered into the January 2019 Term Loan, the terms of which are more fully described above under the heading "Three Year History – Financings". Subsequently, the Company entered into the June 2019 Term Loan and July 2019 Term Loan (together in this section, the "Term Loans"). The Term Loans have usual and customary covenants to keep the loan in good standing, including, but not limited to, repayment of the principal advanced thereunder and accrued interest, compliance with all applicable laws and applicable securities legislation, obligation to provide notice of material events, compliance with the use of proceeds provisions of the Term Loans, and an obligation to maintain secured assets and insurance thereon. If UrtheCast defaults in respect of its obligations under the Term Loans agreements, UrtheCast may lose all assets of the Borrower, which constitutes UrtheCast's

interest in the GEOSYS business and which are pledged as collateral under the Term Loan, in addition to any net proceeds from the sale of Deimos Imaging and other property securing its obligations under the Term Loan agreements and their various amendments. Any of these outcomes and seizing of security would have a significant material adverse effect on the Company's operations and financial expectations. The subsequent term loans entered into in June 2019 and July 2019 have similar covenants and security provisions in the event of default, as well as cross-default covenants which automatically trigger a default when the Company defaults under another of its credit facilities or debt arrangements. While a notice of default in respect of these Term Loans has not been received and the Company is in continued discussions with these lenders for a further extension to the maturity dates, the Company did not repay the Term Loans on their respective maturity dates and thus is in technical default (for more information on the Term Loans generally, see "Three Year History – Financings", above).

In addition, in connection with the 2018 Interest-bearing Debentures, the corresponding Escrow Release and Amending Agreement between the Company and the debentureholder was further amended on February 28, 2018, pursuant to which the debentureholder agreed to extend the date by which UrtheCast must meet draw down conditions in respect of the Credit Agreement from February 28, 2018 to April 30, 2018 in consideration for \$0.05 million and a general security agreement over the Company's assets. Under the initial agreement, if these conditions were not satisfied by December 31, 2018, the debentureholder had the right to request repayment and cancellation of all of its 2018 Interest-bearing Debentures and warrants which, in the event of default, the Company would grant to the debentureholder a licensing agreement that provides the investor certain limited rights over the Company's SAR IP. This date was subsequently extended to April 30, 2019 and August 31, 2019. Subsequently, the Company has continued discussions with the debentureholder as it seeks to enter into a binding agreement to further extend this date, but binding agreements have not yet been formally executed and a notice of default has not been issued as at the date of this AIF, although there can be no assurance a further or binding deferral agreement shall be entered into or that the lenders will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally"). Depending on the success of the Company's ongoing efforts to complete the planned financing for the UrtheDaily Constellation, or any delay in respect thereof, the Company may need to renegotiate the amended terms with the debentureholders to further extend such date, and such efforts may not be successful or may not be on terms favourable to the Company, which could result in the exercise of the lender's rights over the Company's assets pursuant to the general security agreement, and in turn trigger cross-defaults under the Company's other debt facilities, including the Term Loans discussed above and the 2018 Debentures, 2018 Interest-bearing Debentures and the 2020 Debentures.

Furthermore, the Company has certain low-interest loans with government agencies, such as the SADI Funding referred to above under the heading "General Development of the Business –Three Year History - Financings - Government Funding".

In September 2019 and again in January 2020, the Company issued the September 2019 Debentures and the 2020 Debentures, respectively. The terms of these are more fully described above under the heading "General Development of the Business –Three Year History - Financings", but each include various covenants, which, if breached, could trigger an event of default and provide various remedies to the Debentureholders, as well as causing cross-defaults under other outstanding indebtedness of the Company.

In addition, the Company has indebtedness to certain suppliers and consultants pursuant to existing contracts for services related to the OptiSAR technology development, UrtheDaily Constellation, the EO business, and corporate support, such as legal services. The Company is seeking to negotiate acceptable repayment terms with such suppliers and consultants, which efforts have been successful to date, but there can be no assurance that such efforts will continue to be successful in the future and these suppliers or consultants may seek redress through legal or other means at any time.

The Company's level of indebtedness and the terms thereof will have several important effects on its future operations, including, without limitation, that it:

will require the Company to dedicate a portion of its cash flow from operations, if any, including any from the UrtheDaily Constellation, once operational, to the payment of principal and interest on the Company's outstanding indebtedness, thereby reducing the funds available to it for operations and any future business opportunities;
could increase the Company's vulnerability to adverse changes in general economic and industry conditions, as well as to competitive pressure; and
depending on the levels of its outstanding debt, could limit the Company's ability to obtain additional financing for working capital, capital expenditures, general corporate and other purposes.

The Company's ability to make payments of principal and interest on its indebtedness depends upon the Company's expected future revenues, will be subject to prevailing economic conditions, changes in the applicable interest rate, industry cycles and financial, business and other factors affecting its operations, many of which are beyond the Company's control. If the Company's revenues are insufficient to, or the Company cannot raise sufficient funds to, meet its debt service and other obligations in the future, the Company may be required, among other things, to:

obtain additional financing in the debt or equity markets;
refinance or restructure all or a portion of its indebtedness; and/or
sell selected assets.

The Company cannot provide assurance that such measures will be sufficient to enable the Company to service its debt or arrange for the necessary amendments to maturity dates which have already passed. In addition, any such financing, refinancing or sale of assets might not be available on economically favorable terms or at all. If the Company does not generate sufficient cash flow from operation, and additional financings, borrowings or refinancings, or proceeds of asset sales are not available to it, the Company may not have sufficient cash to enable it to meet its obligations, including payments under the Secured Term Loan Agreement. Should the Company default in its obligations under the Secured Term Loan or any of its other term loans, debentures or debt facilities described herein, the lenders(s) may enforce the security granted to it or them under the applicable loan, debt or credit agreements and take ownership of all or substantially all of the assets of the Company.

Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation

UrtheCast is in the process of designing and developing the UrtheDaily Constellation and seeking financing alternatives to advance its build, launch and operational commissioning. The design, manufacture, testing, launch and commissioning of the UrtheDaily Constellation involves complex processes and technology. UrtheCast is relying, and will continue to rely, on third party contractors for the manufacture, testing (of certain components), insuring and launch of the UrtheDaily Constellation, such as SSTL and other experienced suppliers. Many factors, including, but not limited to, the inability to reach acceptable contractual terms, inability to obtain suitable insurance, unavailability of parts, subcontractor and supplier delays and anomalies discovered during testing, may result in significant delays or even the termination of the Constellation program, even if suitable financing is obtained.

As discussed above under General Development of the Business – Three Year History – UrtheDaily Constellation, the Company is negotiating with financing sources for the build, launch and commissioning of the UrtheDaily Constellation. This financing will involve further debt, vendor financing, equity, and may also include asset sales or other means. Such financing may not be available as required or, if available, the terms of such arrangements or transactions may not be favourable or suitable to UrtheCast and may involve substantial dilution to existing shareholders or a pledge of assets that may be senior to the interests of shareholders. Because UrtheCast's ability to meet its obligations and maintain operations is contingent upon the successful completion of additional

financing arrangements or transactions, a failure to raise capital as required would have a material adverse effect on UrtheCast's business, financial condition and results of operations. The ability to obtain needed financing may be impaired by a variety of issues such as the state of the capital markets, UrtheCast's present stage of development, competitive conditions and the significant risks inherent in UrtheCast's business. If the Company does not generate sufficient cash flow from operations, and additional financings, borrowings or re-financings, or proceeds of asset sales are not available to UrtheCast, UrtheCast may not have sufficient cash to enable it to continue or complete the design, construction, launch and operational commissioning of the UrtheDaily Constellation. Any of these risks, if materialized, may limit the anticipated volume and quality of imagery and geoanalytics products and services available to meet UrtheCast's business needs and plans, which could have a material adverse effect on UrtheCast's business, financial condition and results of operations.

Furthermore, any program delays, failure to obtain export permits or further failures or delays encountered in the financing, design, construction, launch and operational commissioning of the Company's proposed Constellation, may require UrtheCast to continue and increase its reliance on the Deimos-1 and Deimos-2 satellites (prior to their proposed sale), GEOSYS products and services, and sale of third-party data to meet its business and capital needs, which could have a material adverse effect on UrtheCast's business, financial condition and results of operations and decrease its revenue diversification and expected growth.

Similarly, delays in the financing, development, build, launch or commissioning of the UrtheDaily Constellation may also result in a breach of the covenants, or failures to satisfy conditions precedent to revenue milestones, under UrtheCast's data-buy agreements and other purchasers of advanced data subscription agreements in respect of the UrtheDaily Constellation, and therefore release these customers from obligations to purchase imagery derived from the UrtheDaily Constellation, which would have a material adverse effect on UrtheCast's financing efforts, anticipated revenues and ability to launch the UrtheDaily Constellation according to its current schedule expectations, or at all. UrtheCast is seeking and will seek to extend the deadlines to make data available under these advance data-buy agreements, but there can be no assurance it will be successful in these efforts.

In addition, launch windows and specific dates, once scheduled, are subject to change and may be materially delayed for reasons beyond UrtheCast's control, including intervening launch failures of other satellites, reduced availability of launch facilities and support crew, weather and pre-emption by certain government launches. The launches of the satellites comprising the UrtheDaily Constellation are a complex process involving advanced technologies and explosive propellants, and could suffer partial or catastrophic failure during the launch, ascent or deployment phases. After any launch, if any such launch occurs, the satellites comprising the UrtheDaily Constellation must be calibrated and tested to confirm operational capability, a commissioning process that typically takes several months. The UrtheDaily Constellation may not pass the operational commissioning tests or may not otherwise operate as required. For example, satellites may experience technical difficulties communicating with the ground antennas or collecting imagery in the same quality or volume that was intended.

The failure to launch the UrtheDaily Constellation on the Company's currently proposed timeline or to achieve operational commissioning as expected, or at all, could affect UrtheCast's ability to meet its obligations under its agreements with UrtheDaily Constellation customers. Any disclosure herein regarding the anticipated completion time for the building phase of the UrtheDaily™ Constellation as well as the time frame for the launch and commissioning phases are estimates only and any failure or delay during any of these phases could have a material adverse effect on UrtheCast's business, financial condition and results of operations, as well as its ability to comply with its existing debt covenants and those expected to be imposed in connection with the UrtheDaily financing, if and when completed.

Risks Related to Lack of Revenue and Additional Funds

The Company can give no assurance that its strategies to further commercialize its imagery offerings, engineering services and geo-analytics products and services can or will be successful, or that it will be able to achieve sustained profitability. In addition, the Company cannot guarantee that it will be able to generate additional revenue in the future. If the Company is unable to further commercialize its products and achieve sustained profitability, it could face cash-flow shortfalls and may need to engage in debt financing or further rounds of equity financing, if possible given market constraints, its debt covenants and current market capitalization. The Company also needs to obtain further financing to support the development, build and early operations phases of its UrtheDaily Constellation, its ongoing debt service obligations and for its immediate working capital needs. Any future equity financing would result in equity dilution for UrtheCast's shareholders and could trigger a significant downward adjustment in exercise price of the Company's outstanding warrants if such equity financing were to take place below the current exercise price of such warrants. In addition, although the Company has been successful in raising funds in the past, there can be no assurance that it will be able to raise sufficient funds in the future on reasonable terms acceptable to the Company or at all. Any failure to raise necessary funds could have a material adverse effect on the Company's growth prospects and financial condition.

Risks Related to the Acquisition and Integration of GEOSYS

The Company completed the first closing of the GEOSYS Acquisition in January 2019 and has paid a portion of the Company's second purchase price installment to facilitate the second closing. The Company anticipates that the second closing will occur on or about May 14, 2020; although, as noted above, the payments scheduled for this date may be deferred or set off from amounts payable under the WinField SLA, subject to the Company and Land O' Lakes agreeing on binding terms. The integration of GEOSYS is a complex process, involving the integration of teams across continents, languages and cultures, and familiar with different operational systems and business processes. The Company has substantially completed the integration but cannot guarantee that the now combined company will be successful or result in the synergies, efficiencies and other expected benefits of the acquisition. Any failure of the GEOSYS business to perform to management expectations could result in a material adverse effect on UrtheCast's financial position and operations, and result in management distraction and adversely affect other aspects of operations.

In addition, due to the staggered nature of the closing, UrtheCast must make additional payments to Land O' Lakes totalling US\$13.5 million to complete the acquisition and obtain ownership of valuable GEOSYS IP. Due to the Company's current financial position, it may be unable to make these additional payments or may be unable to obtain the necessary financing on commercially viable terms or at all. To date, UrtheCast has successfully been able to defer such payments or set off amounts owed by UrtheCast with amounts owed by Land O' Lakes pursuant to the WinField SLA. However, there can be no assurances that UrtheCast will be able to achieve similar results in the future. Any failures by UrtheCast to comply with its obligations to Land O' Lakes in respect of the second closing, additional payments of the purchase price or to service WinField under the WinField SLA could result in a breach of the acquisition agreement, penalties and/or a loss of key GEOSYS assets, all of which would have a material adverse impact on UrtheCast's financial position and operations.

Risks Related to the Relationship with Land O' Lakes and WinField

As discussed above in connection with the GEOSYS acquisition, the closing has been staggered into a first closing, completed on January 14, 2019 and a second closing to be completed in the future upon UrtheCast making additional payments to Land O' Lakes, currently expected on or before May 14, 2020, although, as noted above, the payments scheduled for this date may be deferred or set off from amounts payable under the WinField SLA, subject to the Company and Land O' Lakes agreeing on binding terms. In the interim, since certain GEOSYS IP will only transfer to the Company at second closing, Land O'Lakes has agreed to provide UrtheCast with certain services and a license to the GEOSYS IP from the first closing until the second closing under an interim services agreement. Any diminution in UrtheCast's relationship with Land O' Lakes or a termination or breach of this services agreement, or failure by Land O' Lakes to provide the services required under the interim services agreement could have a material adverse effect on UrtheCast and impair GEOSYS' ability to conduct its operations and generate revenue.

In addition, on first closing, the Company entered into a new 13-year agreement, referred to herein as the WinField SLA, with WinField, a subsidiary of Land O' Lakes, to provide Land O'Lakes with certain services historically provided by GEOSYS to Land O'Lakes with total annual fees payable to the Company in excess of US \$10.0 million per year, and an increased rate at such time as the UrtheDaily Constellation is operational. As with the interim services agreement discussed above, any diminution in UrtheCast's relationship with Land O' Lakes or a termination or breach of WinField SLA by Land O' Lakes or WinField, or a failure by UrtheCast to provide the minimum requirements stipulated under the WinField SLA could have a material adverse effect on UrtheCast's

financial position and/or result in a partial or total loss of the GEOSYS IP prior to the second closing of the GEOSYS Acquisition.

Risks Related to Global Economic Conditions and COVID-19

Disruption and volatility in global financial markets may lead to increased rates of default and bankruptcy and may negatively impact consumer-spending levels. For example, the recent spread of the coronavirus which causes the disease known as COVID-19 has disrupted supply chains, impeded travel, closed borders, caused significant declines in global markets, and will likely have further repercussions to global supply and shipping networks as well as financing sources and credit markets generally. The short-term impacts are unprecedented in modern history and are difficult to estimate at this time. The extent of the economic damage remains unknown but it is expected to be severe and economic recession, market volatility and political uncertainty may last months or years as global supply chains, labour forces and credit markets recover. As a multinational company with business plans that depend on the supply of satellite components from various jurisdictions and the global sale of imagery and geoanalytics products, these macroeconomic developments could adversely affect UrtheCast's business, operating results or financial condition, as well as its ability to obtain any necessary future financing on reasonable terms. It could also delay the Company's satellite programs, including the proposed build and launch of the UrtheDaily Constellation, which, as discussed above, is depending on obtaining financing to fund such work and requires physical manufacturing facilities to be operational as well as the timely transport of goods to and from suppliers. Current or potential customers, including foreign governments, may delay or decrease spending on UrtheCast's products and services as their business and/or budgets are impacted by economic conditions, and lenders may be unwilling or unable to extend credit during the ongoing disruption. The inability of customers to pay for UrtheCast's products and services may adversely affect the Company's anticipated future earnings and cash flows and any delay in the financing for UrtheDaily would materially impact the Company's business plans and financial prospects. Likewise, supplier or manufacturing interruptions would delay the UrtheDaily program, increase its costs and could result in the loss of key customer contracts, any of which would materially adversely effect the Company's financial results.

Risks Related to the Financing, Development and Monetization of the OptiSAR Technology

While UrtheCast continues to develop OptiSAR technology and seek financing and partnership opportunities to achieve its vision, it has not yet obtained the necessary financing and has instead prioritized the immediate development of the UrtheDaily Constellation. UrtheCast has indefinitely placed on hold the implementation of the federated-ownership OptiSAR business model.

The Company continues to explore potential partnerships and transaction structures to exploit the Company's SAR-IP to capitalize on the interest by governments in SAR technology, in addition to other strategic alternatives potentially available to the Company, such as licensing the SAR-IP to other companies, selling SAR-IP payloads for inclusion on others' satellites or deployment of the SAR-IP technology in a variety of smallsat configurations.

The completion of any transaction involving the OptiSAR technology and other SAR-IP is inherently subject to significant business, economic, competitive, political, timing and social uncertainties and contingencies and there can be no assurance that such transaction will be completed. Other efforts to monetize the SAR IP have been unsuccessful to date, and there can be no assurance that future efforts will be successful. Further delays in the OptiSAR program or in efforts to monetize the SAR IP through asset sales or licensing arrangements would adversely affect the Company's financial position and could result in a write-down of certain assets or other negative financial consequences.

Risks Related to the Operation of the Deimos-1 and Deimos-2 Satellites and the Expected Operation of the UrtheDaily Constellation

If Deimos-1, Deimos-2, the satellites to comprise UrtheCast's planned UrtheDaily Constellation or any other constellation or stand-alone satellites which the Company currently operates or may build, launch and/or operate in the future (together, in this section, the "Satellites") fail to operate as intended, UrtheCast's ability to collect imagery and market its current and proposed products and services successfully, or to sell or otherwise monetize the Deimos Imaging assets, could be materially and adversely affected. The Satellites employ, or are expected to employ, advanced technologies and sensors that are exposed to severe environmental stresses in space that could affect the Satellites' performance. Hardware component problems in space could lead to deterioration in performance or loss of functionality of a Satellite, with attendant costs and net revenue losses. In addition, human operators may execute improper implementation commands that may negatively impact a Satellite's performance and experienced operators may not be available given the specialized nature of satellite operations. Exposure of the Satellites to an unanticipated catastrophic event, such as a meteor shower or a collision with space debris, could reduce the performance of, or completely destroy, the affected Satellite.

UrtheCast cannot provide any assurance that the Satellites will continue to operate, in the case of Deimos-1 and Deimos-2, or will operate at all, in the case of future Satellites, successfully in space throughout their expected operational lives. Even if a Satellite is operated properly, technical flaws in that Satellite's sensors or other technical deficiencies or anomalies could significantly hinder its performance, which could materially affect UrtheCast's ability to collect imagery and market its current and expected products and services successfully. While some anomalies are or may be covered by insurance policies, others are not or may not be covered, or may be subject to large deductibles.

If UrtheCast suffers a partial or total loss of a deployed Satellite, or of a Satellite during launch, it would need a significant amount of time and would incur substantial expense to replace that Satellite, which may not be covered by satellite operations or launch insurance. UrtheCast may experience other problems with the Satellites that may reduce their performance. During any period of time in which a Satellite is not fully operational, UrtheCast may lose most or all of the net revenue that otherwise would have been derived from that Satellite. In addition, UrtheCast may not have on hand, or may be unable to obtain in a timely manner, the necessary funds to cover the cost of any necessary replacement of such Satellite. UrtheCast's inability to repair or replace a defective Satellite or correct any other technical problem in a timely manner could result in a significant loss of net revenue. Finally, any damage to the Deimos-1 or Deimos-2 satellites would severely prejudice the Company's ability to complete its plan to sell the Deimos Imaging business.

Risks Related to Legal Proceedings

As previously disclosed, on August 9, 2018, Eastwood Capital Corp., a shareholder of the Company, and William Holland, the sole shareholder of Eastwood Capital Corp. (referred to herein as the Plaintiffs), commenced an action against the Company and certain of its current and former directors in the Supreme Court of British Columbia and in the Superior Court of Justice in Ontario (referred to herein as the Eastwood Litigation), alleging that, among other things, the Company and certain of its current and former directors failed to disclose material changes and made misrepresentations in reconstituting the Board. The Plaintiffs sought relief from claimed oppression under the Business Corporations Act (Ontario) and to rescind or otherwise set aside their purchase of securities from the Company.

Like other multinational companies, the Company is also periodically subject to or threatened with claims of a non-material nature, relating to supplier or customer contracts, use of software and employment or consulting matters. While unlikely to adversely affect the Company individually, due to the Company's liquidity limitations and negative operating cash flow, in combination, these claims or actions could have a material adverse effect of the Company and trigger cross-defaults under its various credit and debt facilities should they result in an adverse outcome in such actions.

Risks Related to Reliance on Key Agreements and Relationships

The Company considers SSTL a strategic implementation partner in the development and construction of the UrtheDaily Constellation. This is a significant relationship, and the deterioration of the relationship or any failure by SSTL to fulfill its obligations to UrtheCast could affect UrtheCast's ability to complete the UrtheDaily Constellation and could have a material adverse impact on UrtheCast's business and operations should a suitable replacement contractor be unable to provide similar services or to accommodate the timing constraints inherent in the Company's business plan.

As noted under the heading "Description of the Business – General – Components", UrtheCast relies on Amazon Web Services (AWS) for critical components of its ground segment infrastructure. AWS provides a distributed computing infrastructure platform for business operations, or what is commonly referred to as a "cloud" computing service. UrtheCast has architected its software, computer systems and ground segment system so as to utilize data processing, storage capabilities and other services provided by AWS. Currently, UrtheCast runs the vast majority of its computing on AWS. Given this, along with the fact that UrtheCast cannot easily switch its AWS operations to another cloud provider, any disruption of or interference with its use of AWS would impact the Company's operations and its business would be adversely impacted.

Due to the nature of the services to be rendered to Deimos Imaging by DCM, Deimos Space, S.L.U. ("Elecnor Deimos Space") and Elecnor pursuant to the Service Level Agreement (as described under the heading "Description of the Business – General – Strategic Relationships"), through which DCM and Elecnor Deimos Space are obligated to provide services and premises to Deimos Imaging that are necessary in connection with the use of the Deimos-2 satellite and related operations, any failure by DCM or Elecnor Deimos Space to meet their obligations under the Service Level Agreement would have a material adverse effect on the value of Deimos Imaging and UrtheCast.

In addition, the Company is also working to complete its US\$65 million contract to provide engineering services to a confidential customer, which began in 2014. A breakdown in the relationship with this confidential customer, or the termination of the contract, may materially reduce the Company's anticipated revenues from the final milestones of this contract, which are expected to be completed in 2020, and could have a material adverse effect on its business, financial condition and results of operations.

Risks Related to the Global Imaging Partners

As discussed above under heading "Description of the Business – Earth Observation ", UrtheCast also processes and distributes imagery data and value-added products on behalf of its Global Imaging Partners, a network of 10 EO satellite operators with a combined 25 medium- and high-resolution EO sensors. A breakdown in the commercial relationships with other Global Imaging Partners, the termination of any distribution, reseller or valueadded services agreements with such partners or the termination of the network altogether may materially reduce the Company's anticipated revenues and could have a material adverse effect on its business, financial condition and results of operations. In addition, the proposed sale of the Deimos Imaging business could adversely affect the Company's ability to continue to participate in the network, or reduce the revenues therefrom.

Risks Related to Obtaining Funding in case of Loss of or Damage to a Satellite

The availability of many of the Company's current and proposed products and services depends on the operation of its satellites. UrtheCast determines a satellite's useful life, or its expected operational life, using a complex calculation involving the probabilities of failure of the satellite's components from design or manufacturing defects, environmental stresses, estimated remaining fuel or other causes. The Deimos-1 satellite was launched in 2009 with an expected lifetime of 10 years and the Deimos-2 satellite was launched in 2014 with an expected lifetime of more than seven years.

The expected operational lives of the Deimos-1 and Deimos-2 satellites are affected by a number of factors, including the quality of design and construction, the supply of fuel, the expected gradual environmental degradation of solar panels, the durability of various satellite components and the orbits and space environments in which the Deimos-1 and Deimos-2 satellites are placed and operated. The failure of satellite components could cause damage to or loss of the use of a Satellite before the end of its expected operational life. Electrostatic storms or collisions with other objects could also damage the Deimos-1 or Deimos-2 satellites. UrtheCast cannot provide any assurance that each satellite will remain in operation until the end of its expected operational life. Furthermore, UrtheCast expects the performance of each Satellite to decline gradually near the end of its expected operational life. UrtheCast can offer no assurance that the Satellites will maintain their prescribed orbits or remain operational.

If UrtheCast does not generate sufficient funds from operations or is unable to obtain adequate insurance coverage, it may need to obtain additional financing from outside sources to replace a lost or damaged satellite. If UrtheCast does not generate sufficient funds from operations and cannot obtain financing or adequate insurance coverage, UrtheCast will not be able to replace the Deimos-1 and Deimos-2 satellites or any of UrtheCast's future satellites that are commissioned, at the end of their operational lives. UrtheCast cannot provide any assurance that it will be able to generate sufficient funds from operations, insurance proceeds or raise additional capital on favorable terms or on a timely basis, if at all, to develop or deploy additional medium- or high-resolution satellites. In addition, any failure of the Deimos-1 or Deimos-2 satellite would severely prejudice the Company's proposed sale of the Deimos Imaging business, which includes these two satellites.

Risks Related to Limited Insurance Coverage and Availability of Adequate Insurance

UrtheCast currently insures the Deimos-1 and Deimos-2 satellites, and expects to insure future satellites comprising in the UrtheDaily Constellation, to the extent that insurance remains available at acceptable premiums. It is anticipated that the insurance proceeds received in connection with a partial or total impairment of the functional capacity of any of these current or future satellites may not be sufficient to cover the replacement cost, if UrtheCast chooses to deploy an equivalent satellite. In addition, this insurance will not protect UrtheCast against all losses to its satellites due to specified exclusions, deductibles and material change limitations and it may be difficult to insure against certain risks, including a partial deterioration in satellite performance and satellite re-entry.

Any determination UrtheCast makes as to whether to obtain insurance coverage will depend on a variety of factors, including the availability of insurance in the market, the cost of available insurance and the redundancy of the operating satellites. Insurance market conditions or factors outside UrtheCast's control at the time it is in the market for the required insurance, such as failure of a satellite using similar components, could cause premiums to be significantly higher than current estimates and could reduce amounts of available coverage. Higher premiums on insurance policies will increase UrtheCast's costs and could consequently reduce operating income by the amount of such increased premiums. If the terms of in-orbit insurance policies become less favorable than those currently available, there may be limits on the amount of coverage that UrtheCast can obtain or it may not be able to obtain insurance at all. Even if obtained, it is expected that in-orbit operations insurance will not cover any loss in net revenue incurred as a result of a partial or total satellite loss.

Risks Related to Failure to Obtain, or Loss of, Regulatory Approvals

A failure by UrtheCast to obtain or maintain regulatory approvals could result in service interruptions or could impede it from executing its business plan. The EO industry falls within the jurisdiction of the 1986 United Nations resolution "Principles Relating to Remote Sensing of the Earth from Space (1986)", which stipulates that images taken by government and commercial satellites are lawful as long as such images are provided to the countries that have been imaged upon request from such countries.

After significant consultation with lawyers and leading Canadian experts in the field of space law, and after discussions with the Canadian government, the Company has concluded that the Remote Sensing Space Systems Act (Canada) (the "RSSSA") does not apply to its existing EO business given that the Deimos Imaging is based and operated entirely in Spain and the Deimos-1 and Deimos-2 satellites are regulated by Spanish laws. Notwithstanding the Company's conclusion, there is no certainty that its interpretation of the RSSSA is correct.

The Company has engaged with Global Affairs Canada in connection with its planned UrtheDaily Constellation and, in 2019, received provisional approval for the operation of the UrtheDaily satellite constellation. While UrtheCast has a cooperative relationship with its regulators in Canada and abroad, such regulations and the approvals based thereon are inherently subject to political risks, and there can be no certainty that future regulatory or licensing decisions will be favourable to UrtheCast. Any limitation on UrtheCast's business or the planned UrtheDaily Constellation, or an alteration of the provisional license or failure to be issued a final licence, as a result of government regulation, in Canada or in other jurisdictions where UrtheCast operates, would increase compliance costs or adversely affect its expected revenue growth.

In addition, certain aspects of UrtheCast's business plan may be subject to the International Traffic in Arms Regulations in the United States, the Export and Import Permits Act (Canada) or other similar regulatory or legislative regimes in the United States, France and Canada, and a failure by UrtheCast to obtain or maintain regulatory approvals in connection with such regimes could result in service interruptions or could impede the Company from executing its business plan, which would have a material adverse impact on the Company's anticipated revenues and business plans.

Risks Related to A Sale of Deimos Imaging

As discussed under the heading "General Development of the Business – Three Year History – Earth Observation and Deimos Imaging Business", in early 2019, UrtheCast commenced efforts to explore a potential sale of some or all assets of Deimos Imaging and is currently in the diligence phase. There can be no assurance that a transaction will be entered into on commercially reasonable terms, in a timely manner, or at all. Any delay or failure to enter into a binding transaction with respect to the Deimos Imaging business could have an adverse effect on UrtheCast's financial position and result in further cash flow constraints, and could require adjustments to the Company's treatment of the Deimos Imaging assets in its financial statements for future periods.

Risks Related to Government Funding

As discussed under the heading "General Development of the Business – Three Year History – Government Funding", the SADI Funding provided by the Government of Canada is being used, in part, to develop technology related to the Company's SAR-IP technologies, UrthePipeline ssystems and related potential data products. The terms of this funding include various positive and negative covenants, including obligations to maintain ownership of certain intellectual property in Canada, to meet certain solvency and liquidity thresholds and an obligation to maintain a credit facility. To satisfy this latter obligation, in March 2017, UrtheCast obtained a \$10 million revolving demand credit facility with the Royal Bank of Canada to finance up to 90% of bank approved accounts receivable, including the receivables under UrtheCast's previously announced US\$65 million engineering services contract.

By failing to meet these positive or negative covenants, the Government of Canada may cease reimbursing UrtheCast using the SADI Funding or may demand mandatory early repayment of all previous funding or other penalties, including a penalty of up to 1.65x of funding. Either outcome could adversely impact the SAR IP and related technology development, and have a material adverse effect on UrtheCast's financial position and business operations. In connection with the some of its financing arrangements, UrtheCast was required to reduce and subsequently terminate its existing revolving credit facility with RBC after December 31, 2018 and therefore is not presently in compliance with the terms of the SADI Funding program. While the Company has not received default notice from SADI, management is currently seeking an amendment to the terms of the SADI Funding and/or waiver of this requirement from the Government of Canada. In March 2020, the Company received reimbursement for \$1.4 million of eligible costs related to previously filed claims pursuant to a one-time waiver granted by SADI while the Company continues to seek an alternative credit facility to satisfy the facility requirement under the agreement or an amendment to the terms of the SADI Funding and/or waiver of this facility requirement. While the Company expects to resolve this matter in a timely fashion and on favourable terms, there can be no assurance that these efforts will be successful.

Recent applications for Government of Canada funding for the UrtheDaily Constellation, SAR-IP and UrthePipeline technologies are subject to significant risks. While the Company has been successful in obtaining government funding in the past and continues to have a positive, supportive and productive relationship with Canadian federal government agencies, there can be no assurance that these efforts will be successful or that the available terms and timing of such funding will be suitable, particularly in light of the current global COVID-19 pandemic and the unprecedented government resources and attention being directed to this crisis.

Spanish government grants and subsidies were used, in part, to develop, build and launch the Deimos-2 satellite with its associated ground stations. Among others, these subsidies include: (a) a subsidy from FUNDESCOP – Agencia de Desarrollo de Puertollano, a government agency located in Puertollano, Spain, pertaining to the ability to obtain land formerly owned by the government municipality and used by Deimos Imaging and other divisions of Elecnor, including the land on which the Puertollano antenna in respect of the Deimos-2 satellite is located (the "FUNDESCOP Subsidy"); and (b) a subsidy from Instituto para la Reestructuración de la Minería del Carbón y Desarrollo Alternativo de las Comarcas Mineras, amounting to a €10.65 million non-refundable loan and pertaining to the development of a plant in respect of EO services, including the ability to create small observation satellites (the "MINER Subsidy" and, together with the FUNDESCOP Subsidy, the "Spanish Government Subsidies").

The agreements governing the Spanish Government Subsidies contain various positive and negative covenants pertaining to each beneficiary, as applicable, as well as the use of the assets which are the object of the applicable subsidy. These covenants generally pertain to prescribed amounts of investment, employment levels and the development of land and/or infrastructure, over a certain period of time, as well as restrictions pertaining to changes of control of the applicable beneficiary or the transfer of the object assets. Pursuant to the agreements governing the Spanish Government Subsidies, DCM, a wholly-owned subsidiary of Elecnor, and Deimos Imaging are jointly and severally liable for the fulfillment of the obligations thereunder.

DCM and Deimos Imaging are jointly and severally liable to comply with certain obligations in connection with the FUNDESCOP Subsidy and the MINER Subsidy, pursuant to the terms of the agreements governing such subsidies. Although the Deimos Acquisition Agreement contains certain indemnities from Elecnor in respect of the Spanish Government Subsidies, such indemnities are limited in amount and Deimos Imaging could still be liable for certain amounts in excess of such indemnification limit. Furthermore, the inability of Elecnor to pay any such indemnification amounts could result in Deimos Imaging being required to cover certain liabilities in respect of the Spanish Government Subsidies.

Risks Related to Dilution and Potential Dilution and the Preferred Shares

The issuance of the Common Shares (including upon conversion of the 2018 Debentures, 2018 Interestbearing Debentures, 2020 Debentures and exercise of the warrants issued in connection with the 2018 Private Placement and the related financings, 2019 Term Loans and other debt transactions described under the heading "Three Year History – Financings", above) will have a dilutive effect on the holders of Common Shares and the Company may issue additional Common Shares in subsequent offerings. While the Company cannot predict the size or timing of future issuances of securities, any future issuance of Common Shares may have a dilutive effect on shareholders, and if offered a price below the exercise price of the outstanding warrants of the Company, will result in a downward adjustment of such exercise price.

In addition, UrtheCast has an unlimited number of Common Shares and an unlimited number of Preferred Shares that may be issued, subject to securities laws and the rules of the TSX, without further action or approval of UrtheCast's shareholders. While the Board is required to fulfill its fiduciary obligations in connection with the issuance of the Common Shares or any Preferred Shares, such shares may be issued in transactions with which not all shareholders agree, and the issuance of such shares will cause dilution to the ownership interests of UrtheCast's shareholders or may place them in a subordinate position, in the case of Preferred Shares which would rank senior to the Common Shares in a winding-up or liquidation of the Company. Additional financing may be needed to continue funding the Company's development and operation of its business and may require the issuance of additional securities of the Company. UrtheCast cannot predict the size of future issuances of securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares. Sales or issuances of substantial numbers of Common Shares or Preferred Shares, or the perception that such sales could occur, may adversely affect prevailing market prices of the Common Shares.

Risks Related to the Value of the Common Shares Due to Provisions in UrtheCast's Corporate Charter Documents and Applicable Canadian laws

Provisions in the Company's Articles and by-laws, as well as certain provisions under the OBCA, and applicable Canadian securities laws, may discourage, delay or prevent a merger, acquisition or other change in control of UrtheCast that shareholders may consider favorable, including transactions in which they might otherwise receive a premium for their Common Shares, thereby depressing the current or future market price of the Common Shares. Among other things, these provisions include the following: shareholders cannot amend the Company's articles unless such amendment is approved by shareholders holding at least a special majority of the shares entitled to vote on such approval; shareholders must give advance notice to nominate directors or to submit proposals for consideration at shareholders' meetings; and shareholders have approved the Company's Shareholder Rights Plan, which may deter a prospective acquiror.

In addition, the Company's Board of Directors may, without shareholder approval, issue a series of Preferred Shares having any terms, conditions, rights, preferences and privileges as the Board may determine, subject to TSX approval in certain circumstances. Specifically, the rights and restrictions attaching to the authorized class of Preferred Shares allow the Board to fix the number of shares in the series and to fix the preferences, special rights and restrictions, privileges, conditions and limitations attaching to the shares of that series, including among other things, the voting powers, designation, preferences and relative participation, or other special rights and qualifications, limitations or restrictions thereof, terms of redemption, redemption price, conversion rights and liquidation preferences of the Preferred Shares constituting any series. The Preferred Shares may be used by the Company for any appropriate corporate purposes, including, without limitation, as means of obtaining additional capital for use in the Company's business and operations.

The issuance of Preferred Shares could affect the rights of the holders of Common Shares. For example, such issuance could result in one or more series of securities outstanding that would have preferential voting, dividend, and liquidation rights over the Common Shares, and could enjoy all of the rights appurtenant to the Common Shares. The Board may issue Preferred Shares without shareholder approval and with voting and conversion rights, which could adversely affect the voting power of holders of Common Shares. The option to take any of the foregoing actions may adversely affect the market value of the Common Shares, even if such actions are not actually taken.

Risks Related to Provision of Services by Elecnor

To ensure compliance with the terms of the Spanish Government Subsidies, certain ground segment hardware necessary to communicate with and use the Deimos-2 satellite, including the antenna located in Puertollano, Spain, continues to be owned by DCM. DCM, DOT Imaging, Elecnor Deimos Space and Elecnor have entered into the Service Level Agreement, pursuant to which DCM and Elecnor Deimos Space are obligated to provide services and premises to Deimos Imaging that are necessary in connection with the use of the Deimos-2 satellite and related operations. Although the Service Level Agreement contains restrictions on the ability of DCM, Elecnor Deimos Space and Elecnor to subcontract the provision of services thereunder or to assign or transfer their obligations thereunder, a failure on the part of DCM, Deimos Space or Elecnor to provide the services required under the Service Level Agreement could have a material adverse effect on UrtheCast.

Risks Related to Cybersecurity and Breaches of Information Systems

Any breach of the Company's system security measures could result in interruption, delay or suspension of the Company's ability to provide its products and services, and could result in loss of current and future business, including its contracts with its Global Imaging Partners, EO customers, WinField, expected UrtheDaily data subscription customers, data distributors or other customers of UrtheCast's Engineering Services Division. The Company's business involves the transmission and storage of large quantities of sensitive electronic data, including personally identifiable information, intellectual property and proprietary business information owned or controlled by ourselves or our strategic partners. UrtheCast manages and maintains its applications and data by utilizing a combination of on-site systems and cloud-based data center systems. These applications and data encompass a wide variety of business-critical information, including research and development information, commercial information and business and financial information. We face four primary risks relative to protecting this critical information, including loss of access risk, inappropriate disclosure risk, inappropriate modification risk and the risk of being unable to adequately monitor our controls over the first three risks.

The Company's systems may be targeted by computer viruses, phishing and other forms of third party attacks on its systems and any such attack could materially adversely affect its business. Despite the implementation and continued upgrading of security measures, the Company's network infrastructure may be vulnerable to computer viruses, unauthorized third party access, breaches due to employee error, malfeasance or other disruptions, which could lead to interruptions, delays or suspension of its operations, loss of imagery data access, as well as the loss or compromise of technical information or customer information, or critical software, such as that associated with UrthePipeline or GEOSYS' geoanalytics products. Inappropriate use of the Internet by third parties, including attempting to gain unauthorized access to information or systems – commonly known as "cracking" or "hacking" – could also potentially jeopardize the overall security of the Company's systems and could deter certain customers from doing business with the Company. In addition, a security breach that involved sensitive government information or certain controlled technical information, could subject UrtheCast to civil or criminal penalties and could result in loss of certain security clearances and other accreditations, loss of government contracts or funding sources, loss of access to information, loss of export privileges or debarment as a government contractor. Furthermore, such disruptions could delay the Company's expected timing for its planned UrtheDaily Constellation and the ground segment software known as UrthePipeline, which require use of computer information systems for critical development work.

UrtheCast is also subject to laws and regulations covering data privacy and the protection of personal information. For example, the European Economic Area ("EEA") has adopted data protection laws and regulations, which impose significant compliance obligations. Laws and regulations in these jurisdictions apply broadly to the collection, use, storage, disclosure, processing and security of personal information that identifies or may be used to identify an individual, such as names, contact information, and sensitive personal data such as health data. These laws and regulations are subject to frequent revisions and differing interpretations, and have generally become more stringent over time. As of May 25, 2018, the General Data Protection Regulation 2016/676 ("GDPR"), replaced the Data Protection Directive (Directive 95/46/EC) with respect to the processing of personal data in the EEA, and imposes significant penalties for violations of the GDPR. Any failure or perceived failure to comply with federal, provincial or foreign laws or regulations, contractual or other legal obligations related to data privacy or data protection may result in claims, warnings, communication, requests or investigations from individuals, supervisory authorities or other legal or regulatory authorities in relation to our processing of personal data.

Because the techniques used to obtain unauthorized access, or to otherwise infect or sabotage systems change frequently and often are not recognized until launched against a target, the Company may be unable to anticipate these techniques or to implement adequate preventative measures. The Company may also need to expend significant resources to protect against security breaches. The risk that these types of events could seriously harm the Company's business is likely to increase as it expands the number of web-based products and services it offers as well as increase the number of countries within which it does business.

Risks Related to Intellectual Property

The Company relies on a combination of patent laws, trademark laws, trade secrets, confidentiality procedures, licenses and contractual provisions to protect its proprietary rights. Despite the Company's best efforts, unauthorized parties may attempt to copy aspects of its imagery or data or to obtain information the Company regards as proprietary. Policing unauthorized use of the Company's proprietary technology, if required, may be difficult, timeconsuming and costly. In addition, the laws of certain countries in which the Company's products are sold or licensed do not protect its products and related intellectual property rights to the same extent as the laws of Canada. As such, the Company's strategies to deter misappropriation could be inadequate. If the Company is unable to protect its intellectual property against unauthorized use by others, it could have an adverse effect on the Company's competitive position. In addition, the Company could be required to spend significant funds and its managerial resources could be diverted in order to defend its rights, which could disrupt its operations.

Failure to protect UrtheCast's existing and future intellectual property rights could seriously harm UrtheCast's business and prospects and may result in the loss of UrtheCast's ability to exclude others from practicing UrtheCast's technology or UrtheCast's own right to practice its technologies. If UrtheCast does not adequately ensure its freedom to use certain technology, it may have to pay others for rights to use their intellectual property, pay damages for infringement or misappropriation and/or be enjoined from using such intellectual property. UrtheCast's patent applications do not guarantee UrtheCast the right to practice UrtheCast's technologies if other parties own intellectual property rights that UrtheCast needs in order to practice such technologies. UrtheCast's patent position is subject to complex factual and legal issues that may give rise to uncertainty as to the validity, scope and enforceability of a

particular patent or family of patents. As is the case in many other industries, the web of intellectual property ownership in UrtheCast's industry is complicated and, in some cases, it is difficult to define with precision where one property begins and another ends. In some cases, the Company jointly owns intellectual property with other third parties, which creates additional challenges in patent prosecution and enforcement. In any case, there can be no assurance that:

any of the rights UrtheCast is pursuing through patent applications or other patents that third parties license to UrtheCast will not be curtailed, for example, through invalidation, inconsistent prosecution, circumvention, challenge, changes in law, being rendered unenforceable or by license to others;
UrtheCast was the first inventors of inventions covered by pending applications or that UrtheCast was the first to file patent applications for such inventions;
any of UrtheCast's pending or future patent applications will be issued with the breadth of claim coverage sought by UrtheCast, or be issued at all;
any of UrtheCast's pending or future patent applications where the intellectual property is jointly owned with one or more third parties will not be adversely impacted by inconsistent patent prosecution, or be issued at all;
any of UrtheCast's pending or future patent applications where the intellectual property is jointly owned with one or more third parties can be successfully prosecuted should a dispute with one or more of the joint holders arise;
any of UrtheCast's pending or future patent applications where the intellectual property is jointly owned can be enforced;
UrtheCast's competitors will not independently develop or patent technologies that are substantially equivalent or superior to UrtheCast's technologies;
any of UrtheCast's trade secrets will not be learned or developed independently by UrtheCast's competitors;
the steps UrtheCast takes to protect its intellectual property will be adequate; or
UrtheCast will be successfully able to complete the second closing of the GEOSYS Acquisition and obtain title to the GEOSYS IP.

In addition, effective patent, trademark, copyright and trade secret protection may be unavailable, limited or not applied for in certain foreign countries in respect of intellectual property solely owned by the Company. Effective patent, trademark, copyright and trade secret protection may be further complicated, unavailable, limited or not applied for in certain foreign countries as a result of it being jointly held by the Company and third parties.

UrtheCast seeks to protect its proprietary intellectual property, including intellectual property that may not be patented or patentable, in part by confidentiality agreements and, if applicable, inventors' rights agreements with its strategic partners and employees. There can be no assurance that these agreements will not be breached, that UrtheCast will have adequate remedies for any breach or that such persons or institutions will not assert rights to intellectual property arising out of these relationships. Certain intellectual property has been licensed to UrtheCast from third parties who may also license such intellectual property to others, including UrtheCast's competitors. If necessary or desirable, UrtheCast may seek further licenses under the patents or other intellectual property rights of others. However, UrtheCast can give no assurances that UrtheCast will obtain such licenses or that the terms of any offered licenses will be acceptable to UrtheCast. The failure to obtain or renew a license from a third party for intellectual property UrtheCast uses at present could cause it to incur substantial costs and to suspend its use of processes requiring such intellectual property.

The Company may also be challenged by allegations of infringement of the intellectual property of others. There is no assurance the Company will be successful in defending such claims, and if it is unsuccessful there is no assurance that the Company will be successful in obtaining a license for the intellectual property in question or developing a work around. While UrtheCast is not currently engaged in any intellectual property litigation, UrtheCast could become subject to lawsuits in which it is alleged that it has infringed the intellectual property rights of others or in which the scope, validity and enforceability of UrtheCast's intellectual property rights is challenged. In addition, UrtheCast may commence lawsuits against others who it believes are infringing upon its rights. UrtheCast's involvement in intellectual property litigation or disputes, could be time consuming and result in significant expense to UrtheCast, diversion of resources, and delays or stoppages in the development, production and sales of products or intellectual property, whether or not any claims have merit or such litigation or disputes are resolved in its favour. If an adverse outcome as a defendant in any such litigation, UrtheCast may, among other things, be required to:

pay substantial damages;
cease the development, manufacture, use, sale or importation of products that infringe upon other patented intellectual property;
expend significant resources to develop or acquire non-infringing intellectual property;
discontinue processes incorporating infringing technology;
develop new non-infringing processes; or
obtain licenses to the infringing intellectual property.

Any such result could require the expenditure of substantial time and other resources and could have a material adverse effect on UrtheCast's business and financial results.

Risks Related to Infrastructure

The availability of the Company's products and services will depend on the operation of its satellite operations infrastructure, information technology, communications systems and similar third party technologies and systems. Any downtime, damage to or failure of the Company's systems or those third-party systems that it relies on could result in interruptions in service, which could reduce the Company's revenues and future profits. The Company's systems or those third-party systems that it relies on are vulnerable to damage or interruption from floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm the Company's systems. If the Company is unable to collect, process and deliver imagery from its processing facilities, its daily operations and anticipated operating results would be materially and adversely affected. In addition, the ground stations used for downloading data are vulnerable to damage or interruption from human error, intentional bad acts, earthquakes, hurricanes, floods, fires, war, terrorist attacks, power losses, hardware failures, systems failures, telecommunications failures and similar events. The occurrence of any of the foregoing could result in lengthy interruptions in the Company's services and/or damage its reputation, which could have a material adverse effect on the Company's financial condition and results of operations.

Risks Related to Failure to Protect EO Data

The Company's operations depend upon its ability to maintain and protect its EO imagery and proprietary software against damage that may be caused by fire and other natural disasters, power failures, telecommunications failures, terrorist attacks, unauthorized intrusion, computer viruses, equipment malfunction or inadequacy, firewall breach or other events. The EO imagery content that the Company collects is downloaded directly to its facilities, or to ground stations operated by third parties and then transmitted to the Company's facilities, and then stored for sale to customers. Notwithstanding precautions that the Company takes to protect its content, there can be no assurance that a natural disaster or other event would not result in a prolonged interruption in its ability to provide access to, or deliver imagery or geo-analytics products and services to, its clients. The temporary or permanent loss or disruption of access to its content could impair the Company's ability to supply current and future customers with images and

video, have a negative impact on its anticipated revenue and cause harm to its reputation. Any impairment in the Company's ability to supply its customers with imagery content could affect its ability to retain or attract customers, which would have a material adverse effect on its business, financial condition and results of operations.

Risks Related to Failure to Gain Market Acceptance

The market may not accept certain of the Company's proposed products and services, including but not limited to those expected to be generated by the UrtheDaily Constellation, the SAR technology developed by the Company, or other geo-information and geo-analytics products and services that the Company is seeking to create and market. Readers should not rely upon the Company's agreements which rely on conditions precedent (such as the operational readiness of the UrtheDaily Constellation) as an indicator of future revenue growth. There can be no assurance that such agreements will generate revenues or be profitable for the Company. The Company's success depends, in part, on existing new markets accepting its current and proposed products and services and its ability to develop new markets. The Company's business plan is based on the assumption that it will generate significant future revenue from sales of image products and value-added services produced and geo-analytics products and will benefit from certain synergies arising from the integration of GEOSYS with the expected data from the UrtheDaily Constellation. The commercial sale of high-resolution EO imagery, geo-information and geo-analytics products, the use of 'Big Data' analytics for EO imagery, the application of machine-learning algorithms and technologies to EO imagery analysis, and related products and services are relatively new, and rapidly-changing industries, and sales of such products and services to non-governmental customers is a relatively new market segment. Consequently, it is difficult to predict the ultimate size, demands and preferences of these markets, and the ultimate likelihood of acceptance by these markets of the Company's current and proposed products and services, such as the products and features made possible by machine learning-ready data or other geo-analytics solutions that are expected to be produced by the UrtheDaily Constellation. Expectations regarding future market size by third party research firms, such as Euroconsult and MarketsandMarkets, are based upon various assumptions and may not be realized. The Company's business strategy and projections rely on a number of assumptions, some or all of which may be incorrect. Actual markets could vary materially from the potential markets that UrtheCast has identified.

The Company cannot accurately predict whether its proposed products and services will achieve significant market acceptance (if any) or whether there will be a market for such products and services on terms it deems acceptable. Market acceptance of UrtheCast's commercial EO imagery, geo-information and geo-analytics products, and related value-added products and services depends on a number of factors, including the quality, scope, timeliness, sophistication, price and the availability of substitute products and services. Lack of significant market acceptance of UrtheCast's offerings, or other products and services that utilize its products and services, delays in acceptance, failure of certain markets to develop or the need to make significant investments to achieve acceptance by the market would negatively affect the Company's business, financial condition and results of operations.

If the Company is unable to achieve sustained growth, it may be unable to execute its business strategy, expand its business or fund other liquidity needs and its prospects, financial condition and results of operations could be materially and adversely affected.

Risks Related to Changes in Technology

The market in which the Company operates is characterized by changing technology and evolving industry standards. The Company's systems embody complex technology and may not always be compatible with current and evolving technical standards and systems developed by others. Failure or delays by the Company to meet or comply with the requisite and evolving industry or user standards could have a material adverse effect on the Company's business, results of operations and financial condition. The Company's ability to anticipate changes in technology, technical standards and the needs of the industries it serves or proposes to serve are a significant factor in its ability to compete or expand. There can be no assurance that the Company will be successful in identifying, developing and marketing products or systems that respond to rapid technological change, evolving standards or individual customer standards or requirements.

Risks Related to Competition and Loss of Market Share

UrtheCast's products and services compete with satellite and aerial imagery and related products and services offered by a range of private and government providers. With the addition of GEOSYS, UrtheCast also directly competes with geo-analytics providers focused on the agricultural industry or providing similar crop health products and services to agribusiness, commodities trading houses and insurance companies. The Company's current and future competitors may have greater financial, personnel and other resources than the Company does. The Company's major existing competitors include Airbus Defence and Space, Maxar Technologies Ltd., and the entities resulting from its sale to Northern Private Capital of that portion of the business that previously comprised Canada-based MacDonald, Dettwiler & Associates Ltd., Planet, Inc., foreign governments including India, South Korea, Taiwan and others that sell their data commercially, numerous aggregators of imagery and imagery-related products and services, including Google and Microsoft, Agribotix, SlantRange, Sentera and Skycatch and other geo-analytics companies. In addition, the Company competes against aerial providers of high-resolution imagery, whose offerings provide certain benefits over satellite-based imagery, including better resolution and accuracy. The value of UrtheCast's proposed imagery may also be diluted by Earth imagery that is available free of charge.

Various governments also may develop, construct, launch and operate their own optical and radar sensors, which could reduce their need to rely on commercial suppliers. In addition, such governments could sell or provide geo-analytics products and services free of charge in the commercial market and thereby compete with the Company's products and services. These governments could also subsidize the development, launch and operation of EO satellites by the Company's current or future competitors. Commercial entities may also produce their own proprietary imagery processing and geo-analytics tools for agricultural monitoring, decreasing their need to rely on GEOSYS' products and services.

As non-exhaustive examples, in December 2011, Airbus Defence and Space SAS successfully launched its high-resolution satellite, Pleiades-1a, which began commercial operations in the first half of 2012. Its twin satellite, Pleiades-1b was launched in December 2012 and commenced commercial operation in early 2013. In addition, India successfully launched the SPOT 6 and SPOT 7 satellites in 2012 and 2014, respectively, for Airbus Defence and Space SAS, and in 2015 launched the TripleSat Constellation, developed by SSTL and licensed to the Chinese company 21AT. In early 2017, Digital Global, Inc. (now part of Maxar Technologies Ltd.) began commercial operations with its high-resolution WorldView-4 satellite, while ESA launched its Sentinel-2B spacecraft in 2016 to join its Sentinel-1B spacecraft, launched in 2015. In February 2017, the Indian Space Research Organization launched 104 satellites, including the Cartosat-2 EO satellite and 88 of Planet, Inc.'s nano EO satellites, known as 'Doves'. Additional satellites from Chinese government and commercial providers, as well as other states, are being launched and could enter the international commercial imagery market in the near-future. All these satellites compete in whole or in part with the products provided by the Company.

The Company's competitors or potential competitors with greater resources could, in the future, offer satellite-based imagery or other products and services with more attractive features than the Company's products and services. The emergence of new remote imaging technologies or the continued growth of low-cost imaging satellites, could negatively affect the Company's marketing efforts. More importantly, if competitors develop and launch satellites or other imagery content sources with more advanced capabilities and technologies than the Company possesses, or offer services at lower prices than the Company does, the Company's business and results of operations could be materially adversely affected. If the Company is unable to offset any necessary decreases in average selling prices by increasing sales volumes or by adjusting its product mix, the Company's revenues and operating margins may decline and its financial position may be harmed.

In addition, the EO industry has experienced consolidation that has resulted in concentrating market share in larger, government-backed entities, thereby creating a competitive risk to UrtheCast as a small, less capitalized and less well-established operator.

Risks Related to Dependence on Foreign Data Distributors

The Company relies, in part, on foreign regional distributors and partners to market and distribute its imagery content and geo-analytics products and services in the international market. The Company's foreign distributors and

partners may not have the skill or experience to develop regional commercial markets for its imagery and/or geoanalytics products and services, or may have competing interests that negatively affect their sales of UrtheCast's proposed products and services. If the Company's foreign resellers and partners fail to market and sell UrtheCast's imagery and/or geo-analytics products and services successfully, these failures could negatively impact UrtheCast's business, financial condition and results of operations.

Risks Related to Changes in Laws and Regulations and Political Developments

Changes in the laws of Canada, the United States, France, Spain, Malta, the European Union, Canadian, American, French, Spanish, Maltese, European Union, United Kingdom, Russia or other foreign laws and regulations could have a material adverse effect on the Company's operations and financial condition. UrtheCast's industry is highly regulated due to the sensitive nature of satellite technology. While the Company endeavors to comply with all laws and regulations in force at any given time, it cannot give assurance that the laws and regulations governing its business and operations, including the distribution of satellite imagery and the sale of complex satellite and SAR technology, or advanced geo-analytics software, will not change in the future, or of its future compliance with changes in these laws and regulations. The Company's business and operating results may be materially and adversely affected if it is required to alter its business operations to comply with such changes or if its ability to sell its products and services on a global basis is reduced or restricted due to increased government regulation. In addition, the outcome of ongoing renegotiation of trade and customs treaties involving the United Kingdom as a result of its departure from the European Union is uncertain. As the Company expects that its UrtheDaily Constellation, if financed, will be manufactured in part in the United Kingdom, a delay or adverse outcome of such negotiations could increase the Company's costs or cause program delays. Finally, due to the globalized nature of the economy, in response to global public health epidemics, such as the novel coronavirus (COVID-19), Canadian and foreign governments have begun to impose limitations on exports or trade, and impose other disruptions on businesses and labour. These tactics could affect UrtheCast or our strategic partners, third-party manufacturers, suppliers, customer and other third parties upon which we rely, which would adversely affect the Company's expected timeline for the UrtheDaily Constellation or delay or reduce revenues from the Company's products and services.

Risks Related to Operating in Foreign Jurisdictions

The Company's international business exposes it to risks relating to compliance with local and international laws, including anti-bribery and anti-corruption laws, increased regulation and political or economic instability in foreign markets, which could adversely affect its revenues. In particular, international operations and relationships with foreign parties or governments are subject to the following risks:

compliance with the Corruption of Foreign Public Officials Act (Canada), Foreign Corrupt Practices Act (United States), Bribery Act (U.K.), and similar legislation in other jurisdictions to which the Company may be subject (together, "Anti-Bribery Laws");
changes in domestic and foreign governmental regulations and licensing requirements;
deterioration of relations between Canada, the United Kingdom, France, Spain, the United States, Russia, the other member states of the European Union and a particular foreign country;
increases in tariffs and taxes and other trade barriers or other adverse consequences of the United Kingdom's departure from the European Union;
changes in political and economic stability, including fluctuations in the value of foreign currencies, which may accept or require payment in Canadian dollars, United States dollars, Pounds Sterling or Euro, as provided for under some of the Company's existing contracts, more expensive for foreign customers; effects of austerity programs or similar significant budget reduction programs;
difficulties in obtaining or enforcing judgments in foreign jurisdictions;
restrictions on the Company's ability to obtain business travel visas or export goods to a certain region; and
rapid or unexpected changes in the domestic or foreign policy, government budgets or a state's willingness to carry on business with UrtheCast in foreign jurisdictions with unstable or non-democratic systems of government.

As noted above, UrtheCast is subject to various Anti-Bribery Laws and regulations. In general, these laws prohibit a company and its employees and intermediaries from bribing or making other prohibited payments to foreign public officials or other persons to obtain or retain business or gain some other business advantage. According to Transparency International, certain jurisdictions in which UrtheCast sells, or expects to sell, its products and services are perceived as having fairly high levels of corruption relative to Canada. UrtheCast cannot predict the nature, scope or effect of future regulatory requirements to which its sales or operations might be subject or the manner in which existing laws might be administered or interpreted. Failure to comply with the applicable legislation and other similar foreign laws could expose UrtheCast and its senior management to civil and/or criminal penalties, other sanctions and remedial measures, legal expenses and reputational damage, all of which could materially and adversely affect UrtheCast's business, financial condition and results of operations. Likewise, any investigation of any alleged violations of the applicable Anti-Bribery Laws by Canadian or foreign authorities could also have an adverse impact on its business, financial condition and results of operations.

In addition, any prospective sale, licensing or other means of monetizing the Company's cameras aboard the International Space Station will require the cooperation of RSC Energia and the Roscosmos State Corporation for Space Activities ("Roscosmos"). Similarly, the Company's proposed stand-alone SAR satellite sale was adversely affected by geopolitical fallout between the Canadian government and the government of the confidential customer, rendering it substantially less likely UrtheCast could obtain the required export permits. Any further change or degradation in UrtheCast's commercial relationship with these entities could impact the timing or success of a future sale, license or other monetization, which in turn could have a material adverse effect on the Company's assets and operations.

Risks Related to Third Party Credit Risk

The Company is or may be exposed to third party credit risk through its contractual arrangements with its current or future data customers and other parties. If such entities fail to meet their contractual obligations, such failures could have a material adverse effect on the Company and its expected cash flow from future operations. The Company seeks to mitigate this risk where possible, including through the use of parent guarantees and performance bonds; however, there can be no assurance that these efforts will be effective or prevent a default.

Risks Related to Currency Exchange Rate

The Company's results are reported in Canadian dollars. UrtheCast currently actively operates in Canada, France, Spain, Brazil and the United States, and distributes its geo-analytics products and services in various jurisdictions around the world. With the GEOSYS acquisition, UrtheCast now has substantial operations in France where many GEOSYS employees are located. As a result, significant portions of the Company's current and future costs and revenue streams are denominated in foreign currencies, including the U.S. Dollar, the U.K. Pound Sterling and the Euro. To the extent that there are fluctuations in the Canadian dollar relative to other currencies, the Company's revenue and operating results may be negatively impacted.

Risks Related to Liquidity of Common Shares

There may not be an active, liquid market for the Common Shares. There is no guarantee that an active trading market for the Common Shares will be maintained on the TSX or that UrtheCast will continue to meet the listing requirements of the TSX. For example, the Company's reduction in market capitalization during the financial year ended December 31, 2019 resulted in lower trading volumes for the Company's Common Shares than experienced in prior periods. Investors may not be able to sell their Common Shares quickly or at the latest market price if trading in the Common Shares is not active or if the Company must seek a listing on an alternative exchange.

Risks Related to Market Price Volatility of Common Shares

The market price of the Common Shares may be adversely affected by a variety of factors relating to UrtheCast's business, including fluctuations in the Company's operating and financial results, the results of any public announcements made by the Company or changes in the EO, satellite and geoanalytics markets. In addition, the market price and trading volume of securities of technology companies have experienced substantial volatility in the past, sometimes based on factors unrelated to the financial performance or prospects of the companies involved. These factors include general fluctuations in the stock market, changes in global financial markets, general market conditions, satellite launch failures, macroeconomic developments globally, disruptions to global labour and supply markets due to epidemiological risks and market perceptions of the attractiveness of the technology industry. As a result of any of these factors, the market price of the securities of the Company at any given point may not reflect the long-term value of the Company. The stock markets in general have recently experienced extreme volatility. This volatility may adversely affect the market price of the Common Shares.

Risks Related to Dividends

The Company has never declared or paid any cash dividends on its Common Shares and does not anticipate paying cash dividends on its Common Shares in the near term. In the near term, the Company anticipates that it will retain all of its future earnings, if any, for use in the development and expansion of its business and for general corporate purposes. Any determination to pay dividends on the Common Shares in the future will be at the discretion of the Board. In addition, the Company's Articles permit the issuance of Preferred Shares. While the Company has not issued any Preferred Shares as of the date of this AIF, should any be issued, they would rank senior in priority to the Common Shares and any dividends paid on the Common Shares may be subordinate to, or only occur after, a dividend payment on such Preferred Shares.

Risks Related to UrtheCast's Directors, Officers and Employees

Certain of UrtheCast's directors and officers are also directors and/or officers and/or shareholders of other technology companies or have management positions or other affiliations with investment groups that have debt or equity investments in UrtheCast, such as Mr. Lüönd, who was appointed as a director of UrtheCast by Bolzano, a lender to UrtheCast, pursuant to the January 2019 Term Loan requirements. Similar associations may give rise to conflicts of interest from time to time. The directors of UrtheCast are required by law to act honestly and in good faith with a view to uphold the best interests of UrtheCast and to disclose any interest that they may have in any project or opportunity of UrtheCast. If a conflict of interest arises at a meeting of the Board, any director in a conflict must disclose his interest and abstain from voting on such matter. In determining whether or not the Company will participate in any project or opportunity, the Board will primarily consider the degree of risk to which UrtheCast may be exposed and its financial position at the time.

In addition, because of the specialized nature of UrtheCast's business, it relies heavily on its ability to attract and retain qualified scientific, technical, sales, marketing and managerial personnel. There is little possibility that this dependence will decrease in the near term. The loss of one or more of the Company's senior management personnel could result in the loss of knowledge, experience and technical expertise within the satellite imagery sector, which would be detrimental to the Company if it cannot recruit suitable replacements in a timely manner. The competition for qualified personnel in the commercial high-resolution EO, SAR, satellite design, geo-analytics and software design industries is intense. Due to this intense competition, the Company may be unable to continue to attract and retain the qualified personnel necessary for the development of its business or to recruit suitable replacement personnel. In addition, as the Company's operations expand, additional general management resources may be required. The loss of the services of any member of the Company's senior management or the inability to hire or retain experienced management personnel could adversely affect the Company's ability to execute its business plan and harm its operating results. The Company does not maintain "key man" insurance on any members of its management or directors.

Finally, certain of UrtheCast's subsidiaries, including Deimos and GEOSYS, operate in jurisdictions where labour regulations provide union-like rights to employees or where employees have otherwise organized and have greater rights than are found in Canadian jurisdictions. In particular, GEOSYS employees in France have representation on committees which help to oversee GEOSYS' compliance with French regulations respecting

employees, and the employees derive certain rights therefrom, as is standard in this regulatory regime. In addition, Deimos employees based in Spain organized what is known as a Comité de Empresa, or Work Council, in May 2019 under Spanish labour laws wherein the employees gain additional union-like rights such as access to information and mandatory consultation and protection rights for workers. . While the Company considers its relations with its employees to be strong and does not foresee any interruptions in its labour or material degradation in its labour relations, it cannot guarantee that disputes or interruptions will not arise in the future. Any such interruption could have a material adverse impact on the Company's operations. In addition, the Company views its employees as an important competitive advantage. While the Company has experienced executive and Board turnover, experienced executives and advisors have been hired or retained in all key areas, and UrtheCast's management team has an in-depth knowledge of the Company's target vertical markets, and of the geo-imaging and aerospace industry in general (see "Risk Factors – Risks Related to UrtheCast's Directors, Officers and Employees").

Risks Related to Privacy and Consumer Protection Laws

The Company is subject to numerous Canadian and foreign laws and regulations relating to privacy and consumer protection issues. New laws and regulations (or new interpretations of existing laws and regulations) may increase costs and could negatively impact the Company's anticipated business and results of operations in material ways. The costs of compliance with these laws and regulations may be significant and are likely to increase in the future. Any failure on the Company's part to comply with these laws and regulations can result in negative publicity and diversion of management time and effort and may subject the Company to significant liabilities and other penalties.

Risks Related to the Prior Business of Longford

Prior to the Formation Transaction, Longford was an independent international oil and gas company focused on the exploration and development of an oil and gas exploration project known as the Chia Surkh Block (the "Block") in the Kurdistan region of Iraq. On January 16, 2012, Longford entered into an agreement to sell the Block to Genel Energy Plc, and this sale was completed on April 30, 2012 (the "Block Sale"). Completion of the Formation Transaction resulted in a combination of the business activities carried on by each of Longford and EVC as separate entities at the time of closing of the Formation Transaction. While Longford had minimal operations since April 30, 2012, when it announced the Block Sale and there have been no proceedings against UrtheCast since that time in connection therewith, the combination of those activities into UrtheCast may expose shareholders and creditors to different business risks than those to which they were exposed to prior to completion of the Formation Transaction. There can be no assurance that Longford's prior operations, conduct and pre-existing liabilities, including in connection with its exploration and operational activities at the Block, the Block Sale and the various agreements that Longford was party to related to the Block, as well as other oil and gas exploration operations undertaken by Longford's subsidiaries prior to the Formation Transaction, will not lead to legal or regulatory proceedings against the Company or one or more of its subsidiaries. Any legal or regulatory proceedings, should they materialize, could have a material adverse effect on the Company's financial position and results of operations.

Risks Related to a Sale or Licensing Arrangement in Respect of the ISS Cameras

In connection with the Company's two cameras mounted aboard the ISS, UrtheCast signed a contract with RSC Energia, a commercial operator engaged by the Russian Space Agency, whereby Energia agreed to provide support and infrastructure for the telemetry, command and downlink data communications of the ISS cameras on the Russian segment of the ISS. This agreement terminated in 2016. UrtheCast's ability to monetize the ISS Cameras through alternative means, such as an asset sale, are also dependent, in part, on the ability of a purchaser to reach a commercial arrangement with Energia and/or Roscosmos regarding the shared operation of the ISS cameras. There is no certainty such an arrangement can be reached with a prospective purchaser.

DIVIDENDS

The Company has not paid dividends to its shareholders to date and does not anticipate paying cash dividends on the Common Shares in the foreseeable future. The Company's current policy is to retain cash flows to finance the development of the UrtheDaily Constellation and to otherwise reinvest in the Company's business. The declaration and payment of dividends on the Common Shares is at the discretion of the Board of Directors and may also be subject to any rights of any preferred shares of the Company which may be outstanding from time to time. Although no preferred shares are currently outstanding, the charter documents of the Company permit such preferred shares to be issued at the discretion of the Board of Directors, subject to TSX approval in certain circumstances, at any time. The Company's dividend policy will be reviewed from time to time by the Board of Directors in the context of earnings, financial condition and other relevant factors.

DESCRIPTION OF CAPITAL STRUCTURE

Common Shares

The Company is authorized to issue an unlimited number of Common Shares. The holders of the Common Shares are entitled to one vote per share at meetings of shareholders, to receive dividends if, as and when declared by the Board (subject to the rights of securities, if any, having priority over the Common Shares) and to receive pro rata the remaining property and assets of the Company upon its dissolution or winding-up (subject to the rights of securities, if any, having priority over the Common Shares).

As of the date of this AIF, there were 143,202,716 Common Shares issued and outstanding. The Common Shares are listed on the TSX under the symbol "UR".

Preferred Shares

At the 2019 Annual General meeting of shareholders, shareholders authorized the Company to modify its articles to increase the Company's authorized share capital by creating a new class of preferred shares that may be issued in one or more series, with the rights and restrictions attaching thereto that allow the Board to fix the number of shares in the series and to fix the preferences, special rights and restrictions, privileges, conditions and limitations attaching to the shares of that series (the "Preferred Shares"), The option to issue the Preferred Shares will allow the Board to react quickly to market conditions and other factors and create a series of such Preferred Shares without the time and expense involved in calling a special meeting of the shareholders. The rights and restrictions attaching to the Preferred Shares allow the Board to fix the number of shares in the series and to fix the preferences, special rights and restrictions, privileges, conditions and limitations attaching to the shares of that series. The Board has the authority to fix, among other things, the number of shares constituting any such series, the voting powers, designation, preferences and relative participation, or other special rights and qualifications, limitations or restrictions thereof, terms of redemption, redemption price, conversion rights and liquidation preferences of the shares constituting any series. The Preferred Shares may be used by the Company for any appropriate corporate purposes, including, without limitation, as means of obtaining additional capital for use in the Company's business and operations.

As of the date of this AIF, no Preferred Shares are outstanding.

Warrants

As of the date of this AIF, there were 133,176,109 warrants for the purchase of Common Shares ("Warrants") outstanding with a weighted average exercise price of \$0.42. The Warrants expire in May, June and September 2024 and January 2025.

The certificates representing the Warrants include customary adjustment provisions relating to the number of securities issuable and the exercise price per security upon material transactions or capital reorganization events that would affect the Common Shares (such as a subdivision or consolidation of the Common Shares, the issuance of other securities convertible into Common Shares or payment of an in-kind dividend or distribution) or would be a fundamental change to UrtheCast (including a reclassification of Common Shares or completion of a material corporate transaction), as well as certain downward price adjustments if the Company were to complete an equity financing at a price lower than the previous exercise price of such warrants.

In addition, the number of New Backstop Fee Warrants (as defined below) is subject to upward adjustment to such number, if higher, as is equal to 100% of the number of Common Shares that the Existing Backstop Debentures in the principal amount of the Initial Backstop Amount (\$7,710,600) would be convertible into on the Backstop Expiry Date (May 25, 2023); and (ii) the exercise price of the New Backstop Fee Warrants (the "New Backstop Fee Warrant Exercise Price") is equal to the lesser of \$0.48 and the volume weighted price of the Common Shares for the five trading days immediately prior to the Backstop Expiry Date less \$0.10. For more information on the Company's warrants, see the Company's annual financial statements in respect of the financial year ended December 31, 2018 and available on the Company's SEDAR profile, as well as a summary of the Company's recent financings under the heading "General Development of the Business – Three Year History – Financings".

Options

As of the date of this AIF, there were 2,965,000 options to purchase Common Shares ("Options") outstanding with a weighted average exercise price of \$0.91 and expiry dates ranging from June 25, 2020 to November 7, 2023. The Options are governed by the Second Amended and Restated Equity Incentive Plan of the Company approved by shareholders on June 26, 2019 (the "Equity Incentive Plan") and each vested Option is exercisable for one Common Share upon the payment of the exercise price. A copy of the Equity Incentive Plan is available for review at www.urthecast.com.

Share Units

Pursuant to the Equity Incentive Plan, the Board is authorized to issue Share Units to eligible persons (as defined therein). Each Share Unit entitles the holder to one Common Share upon vesting. As of the date of this AIF, there are 18,498,823 Share Units outstanding, of which 6,120,998 are unvested. Of these Share Units 320,476 vest in June 2020 and 5,800,512 vest in April 2021. 2,552,167 Share Units granted to directors of the Company vest immediately upon grant and will be converted to Common Shares upon such directors ceasing to be directors of the Company or such later time as may be agreed upon by the Company and such director in accordance with the terms of the Equity Incentive Plan.

Convertible Debentures

In connection with the 2018 Private Placement, unsecured senior convertible debentures in the principal amount of approximately US\$26.7 million or \$0.35 per debenture (referred to herein as the 2018 Debentures) were issued. Each 2018 Debenture is convertible into Common Shares for a period of six years following issuance of the Debenture, based on the Conversion Price of \$0.32 with reference to the price of common shares then in effect, except that if and whenever at any time prior to the conversion, UrtheCast shall issue any Common Shares, or securities convertible into Common Shares (other than those Common Shares and securities convertible into Common Shares issued or issuable pursuant to the Company's Equity Incentive Plan and other issuances in the ordinary course of business) that is less than the original conversion price (such price, the "Lower Conversion Price"), the conversion price shall be adjusted downwards to match the Lower Conversion Price, provided that such Lower Conversion Price shall not be less than \$0.24. As of the date of this AIF, 2018 Debentures in the aggregate principal amount of \$21.6 were outstanding.

In connection with the September 2019 Debentures, the Company completed a financing for gross proceeds of \$6.6 million with Vine Rose consisting of a \$3.0 million senior unsecured convertible debenture of the Company and a \$3.6 million senior unsecured non-convertible debenture of the Company. The debentures, which accrue interest at a rate of 17% per annum, had an original maturity date of October 31, 2019. In connection with the financing, the Company paid Vine Rose a 3% finance fee. The debentures were subsequently amended with an extended maturity date of December 31, 2019 whereby the non-convertible debenture became convertible into Common Shares of the Company on the same terms as the convertible debenture described above. The Company is continuing discussions with Vine Rose to further defer principal repayments and, as of the date of this AIF, the lender has not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lender will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally").As of the date of this AIF, September 2019 Debentures in the aggregate principal amount of \$6.6 million were outstanding.

In connection with the 2020 Debenture, UrtheCast issued an unsecured convertible debenture of in the principal amount of \$2.0 million. This 2020 Debenture accrues interest at a rate of 17% per annum, has a maturity date of March 31, 2020 and is convertible into Common Shares on the same terms as the debentures described above. The Company is continuing discussions with the lender to further defer principal repayments and, as of the date of this AIF, the lender has not issued a notice of default. There can be no assurance a further or binding deferral agreement shall be entered into or that the lender will not issue a notice of default in the future (See "Risk Factors - Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally"). As of the date of this AIF, 2020 Debentures in the aggregate principal amount of \$2.0 million were outstanding.

MARKET FOR SECURITIES

Trading Price and Volume

The Common Shares are listed on the TSX under the trading symbol "UR". The following table sets forth the reported monthly high and low trading prices and trading volume of the Common Shares on the TSX for the most recently completed financial year:

Month	Monthly Low Price (\$)	Monthly High Price (\$)	Monthly Volume
January 2019	0.155	0.22	6,807,480
February 2019	0.12	0.19	2,329,650
March 2019	0.11	0.13	1,682,132
April 2019	0.09	0.125	2,582,040
May 2019	0.10	0.21	2,513,460
June 2019	0.105	0.18	1,575,860
July 2019	0.10	0.145	1,266,810
August 2019	0.11	0.145	1,191,038
September 2019	0.125	0.23	3,931,890
October 2019	0.12	0.19	998,440
November 2019	0.11	0.145	1,013,719
December 2019	0.10	0.135	4,597,670

Prior Sales

Common Shares

The following table summarizes the issuances of Common Shares by UrtheCast during the most recently completed financial year:

Date of Issuance	Exercise Price	Number of Securities	Issuance Price
January 15, 2019(1)	N/A	630,555	N/A
January 16, 2019(1)	N/A	775,555	N/A
January 22, 2019(1)	N/A	555,555	N/A
February 14, 2019(2)	N/A	4,000,000	N/A
March 15, 2019(2)	N/A	625,000	N/A
May 21, 2019(1)	N/A	237,500	N/A
September 25, 2019(2)	N/A	790,625	N/A
October 30, 2019(2)	N/A	8,000,000	N/A

Notes:

(1) Issued pursuant to vested Restricted Share Units ("RSUs").

(2) Issued pursuant to conversion of Debentures

Options

UrtheCast did not grant any Options during the most recently completed financial year.

Restricted Share Units

The following table summarizes the grants of Share Units by UrtheCast during the most recently completed financial year:

Date of Grant	Exercise Price	Number of Securities	Expiry
July 19, 2019(1)	N/A	9,460,618(2)	N/A
July 23, 2019(1)	N/A	2,000,000(3)	N/A
July 23, 2019(1)	N/A	2,320,699(4)	N/A
October 8, 2019(1)	N/A	273,109(5)	N/A

Notes:

(1) These RSUs are granted pursuant to the Equity Incentive Plan.

(2) Vest in 1/2 increments on April 8, 2020 and April 8, 2021. Payout occurs on vesting or as soon as possible thereafter.

(3) Vested immediately. Payout occurs on date directors ceasing to be directors of the Company.

(4) 180,288 vested immediately. 2,140,411 vest in 1/2 increments on the 12 and 24-month anniversaries of date of grant. Payout occurs on vesting or as soon as possible thereafter.

(5) Vest on March 31, 2020 and were released as Common Shares in April 2020.

Warrants

The following table summarizes the issuances of Warrants by UrtheCast during the most recently completed financial year:

Date of Issuance	Exercise Price	Number of Securities	Expiry Date
January 30, 2019(1)(2)	\$0.48	22,275,713	May 23, 2023
June 26, 2019(2)(3)	\$0.48	10,560,000	June 26, 2024
July 26, 2019(2)(4)	\$0.48	10,560,000	June 26, 2024
November 15, 2019(2)(5)	\$0.48	6,034,745	September 11, 2024

Notes:

(1) Issued to the lender in connection with the January 2019 Term Loan.

(2) The Expiry Date can be accelerated at the option of the Company if the closing share price of the Common Shares of the Company equals or exceeds 250% of the exercise price for at least 20 consecutive trading days. The exercise price is subject to downward adjustment to a lower exercise price to match the lower issue price for shares issued during the life of the warrants, subject to a floor of \$0.32. Warrant holders have a cashless exercise option that if exercised, may elect to receive the number of Common Shares equal to the difference between the aggregate exercise price and aggregate market price at time of exercise divided by the market price at the time of exercise.

(3) Issued to the lender in connection with the June 2019 Term Loan.

(4) Issued to the lender in connection with the July 2019 Term Loan.

(5) Issued to the lender in connection with the September 2019 Debentures, as such debentures were amended on October 31, 2019.

Debentures

The following table summarizes the issuances of Convertible Debentures by UrtheCast during the most recently completed financial year:

Date of Issuance	Security	Exercise Price	Number of Securities	Issuance Price
September 11, 2019(1)(2)	Convertible Debenture	N/A	1	\$6,600,000

Notes:

(1) Issued to the lender in connection with the September 2019 Debentures, as such debentures were amended on October 31, 2019. (2) Each Debenture is convertible into Common Shares based on the Conversion Price of \$0.32 with reference to the price of common shares then in effect up to the maturity of these interest-accruing debentures, except that if and whenever at any time prior to the conversion, UrtheCast shall issue any Common Shares, or securities convertible into Common Shares (other than those Common Shares and securities convertible into Common Shares issued or issuable pursuant to the Company's Equity Incentive Plan and other issuances in the ordinary course of business) that is less than the original conversion price (such price, the "Lower Conversion Price"), the conversion price shall be adjusted downwards to match the Lower Conversion Price, provided that such Lower Conversion Price shall not be less than \$0.24.

ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER

As of December 31, 2019, to the Company's knowledge, none of the Company's securities were in escrow or subject to a contractual restriction on transfer.

DIRECTORS AND OFFICERS

The following table sets forth the name, location of residence and office held by each of UrtheCast's executive officers and directors as of the year ending December 31, 2019 and as of the date of this AIF. Each director is elected at the annual meeting of shareholders or appointed pursuant to the provisions of UrtheCast's by-laws and applicable law to serve until the next annual meeting or until a successor is elected or appointed, subject to earlier resignation by the director.

Name, Office Held and Province and Country of Residence	Principal Occupation for Preceding Five Years
WILLIAM (MAC) EVANS(2)(3)(8) Chairman and Director Ontario, Canada	Corporate Director, (Former) Chair of the Defence Advisory Board
PIRMIN LUOND(4)(5) Director Monaco	Private Equity Investor
MARK J. PIEGZA(1)(2)(4)(7) Director South Carolina, USA	Owner, Synergy HomeCare of the Lowcountry, CFO, US Space LLC, President, Convergence Advisors LLC
TOPHAM(1)(3)(6) JAMES Director British Columbia, Canada	Corporate Director
DON OSBORNE(4) Director, Chief Executive Officer British Columbia, Canada	President of MDA Information Systems Group
SAI W. CHU Chief Financial Officer British Columbia, Canada	CFO of VesselCos and Seaspan Crew Management Ltd., CFO of Seaspan Management Services Limited, Manager of Seaspan Corporation, CFO and Principal Accounting Officer of Seaspan Corporation
GEORGE TYC Chief Technology Officer British Columbia, Canada	CTO of UrtheCast

Notes:
(1) Member of the Corporate Governance and Nominating Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Technical and Operations Committee
(5) Chairman of the Corporate Governance and Nominating Committee
(6) Chairman of the Audit Committee
(7) Chairman of the Compensation Committee
(8) Chairman of the Technical and Operations Committee

Information about each of UrtheCast's current directors and executive officers as at December 31, 2019 and as at the date of this AIF, including his/her respective principal occupation during at least the five years preceding December 31, 2019, are as follows:

William (Mac) Evans

Mr. Evans has been a director of UrtheCast since it become a public issuer on June 21, 2013 (and since 2012 with its predecessor private company), Chairman since May 23, 2019, and is the Chair of the Technical and Operations Committee. Mr. Evans was the President of the Canadian Space Agency from November 1994 to November 2001.

Mr. Evans led the development of the Canadian Astronaut and RADARSAT programs and negotiated Canada's role in the ISS and a number of international agreements that are the foundation of Canada's international partnerships. In 2004, Mr. Evans was Chief of Staff for the Minister of National Defence (Canada). Until recently, he served as Chair of the Canadian Department of National Defence's Defence Advisory Board and is a member of the Space Advisory Board that reports to the Minister of Innovation, Science, and Economic Development.

Pirmin Lüönd

Mr. Lüönd has been a director of UrtheCast since January 14, 2019 and is the Chair of the Corporate Governance and Nominating Committee. Mr. Lüönd held various managerial positions at leading European banks such as Credit Suisse AG for more than 15 years, primarily focused around wealth management for ultra-high net worth clients. Since 2012, he has been focusing his efforts on private equity investment opportunities across industries and jurisdictions. Mr. Lüönd holds a Bachelor in Business Administration with a Major in Banking and Finance from Zurich University of Applied Sciences. Mr. Lüond joined UrtheCast's Board on January 14, 2019 pursuant to a board appointment right granted by UrtheCast to Bolzano in connection with the January 2019 Term Loan. Mr. Lüond continues to act as the nominee of Bolzano and was elected by the Company's shareholders at the Company's last annual general meeting.

Mark J. Piegza

Mr. Piegza has been a director of UrtheCast since May 25, 2018 and is the Chair of the Compensation Committee. Mr. Piegza is the founder and President of Convergence Advisors LLC, an advisory firm serving clients in the telecommunications, media and technology industries and is the co-founder, CFO, and a member of the Board of Directors of U.S. Space LLC, a company which provides satellite services to corporate and government customers. Mr. Piegza is also the Owner of Synergy HomeCare of the Lowcountry, a provider of private duty home care services. He previously was a Managing Director in the Technology, Media & Telecommunications Group at Banc of America Securities from 2002 until 2007. At Banc of America Securities, Mr. Piegza had global responsibility for the satellite sector. Prior to joining Banc of America Securities, Mr. Piegza was an Executive Director in UBS's Media Group, focused on the satellite and broadband sectors. Prior to joining UBS, Mr. Piegza worked in the Media & Telecom Group, in New York and Hong Kong, of Donaldson, Lufkin & Jenrette from 1993 to 2000 and Credit Suisse First Boston (after its acquisition of Donaldson, Lufkin & Jenrette) from 2000 to 2001. Prior to joining Donaldson, Lufkin & Jenrette, Mr. Piegza worked in the Mergers & Acquisitions Group at Citibank and had previously started his investment banking career in 1989 in the Mergers & Acquisitions Group at Drexel Burnham Lambert.

James Topham

Mr. Topham has been a director of UrtheCast since May 11, 2015 and is the Chair of the Audit Committee. He has 30 years of public practice experience as a Chartered Professional Accountant and prior to his retirement in 2008, was a Technology Partner of KPMG's Vancouver office. In 2009, Mr. Topham received the Fellow Chartered Professional Accountant award for his service to the profession, community and the technology industry in British Columbia. Mr. Topham was also a founder and for the first nine years, board member of the BC Technology Industry Association (now, the BC Tech Association). In 2003, Mr. Topham founded the predecessor to the BC Cleantech CEO Alliance, to promote the cleantech industry in BC. Mr. Topham currently serves on the board of two other public technology companies and works with a few other private technology companies.

Don Osborne

Mr. Osborne became the Chief Executive Officer of the UrtheCast on July 5, 2018. Mr. Osborne is a seasoned technology executive, having spent more than 30 years in the satellite, space and defence industries. From 2009 to 2017, he was a senior executive at MDA, now a Maxar Company, including as President of the MDA Information Systems Group where he was responsible for MDA's Canadian businesses. Prior to his roles with MDA, he served as the President of Advantech Satellite Networks Inc. from 2006 to 2009. Mr. Osborne has also served as Vice President of EMS Technologies Inc. and Senior Vice President and General Manager for the EMS satellite Networks group, a part of the Space & Technology/Montreal operations from 1999 to 2006. He joined EMS Technologies Inc. in January 1999, when it acquired the Spar Satellite Products business, where Mr. Osborne had served as Vice President of

Marketing and other positions commencing in 1983 as a Mechanical Engineer. Mr. Osborne holds a Bachelor degree in Mechanical Engineering and an MBA from McGill University in Montreal, Quebec.

Sai W. Chu

Mr. Chu became the Chief Financial Officer of UrtheCast on March 29, 2017. Prior to joining UrtheCast as a consultant in 2017, Mr. Chu served as the Chief Financial Officer of Vancouver-based Seaspan Corporation where he played a key role in its growth from a \$500 million-enterprise value, privately-held company to a New York Stock Exchange-listed company with an enterprise value in excess of \$7 billion. During Mr. Chu's twelve-year tenure at Seaspan, it became the largest container ship lessor in the world, raising over \$10 billion in capital through a series of transactions to support its growth. Prior to joining Seaspan, Mr. Chu was the Corporate Controller at TSX-listed Datawest Solutions Inc., which is now part of Fiserv Inc. Mr. Chu qualified as a Certified Management Accountant in 1990 and as a Chartered Accountant in 1992, having articled with KPMG's Vancouver office. Mr. Chu is currently a director of Teekay Tankers Ltd.

George Tyc

Mr. Tyc is the Chief Technology Officer and a director of UrtheCast. Prior to the Formation Transaction, he had been the Chief Technology Officer of EVC since March 2012 and a director of EVC since August 2012. Prior to his position at EVC, Mr. Tyc was the Technical Director of Smallsats at MDA from June 2001 to March 2012.

To the Company's knowledge, as of the date of this AIF, the current directors and executive officers of the Company as a group beneficially own, or control or direct, directly or indirectly, a total of 5,815,598 Common Shares, representing approximately 4% of the Company's total outstanding Common Shares.

Corporate Cease Trade Orders or Bankruptcies

No director or executive officer of UrtheCast or a shareholder holding a sufficient number of securities of UrtheCast to affect materially the control of UrtheCast, within ten years before the date of this AIF, has been a director, chief executive officer or chief financial officer of any company (including UrtheCast) that, while that person was acting in the capacity as director, chief executive officer or chief financial officer, or which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer,

(a) was subject to a cease trade or similar order, or an order that denied the relevant company access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days; or
(b) within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Penalties or Sanctions

No director or executive officer of UrtheCast, or a shareholder holding a sufficient number of securities of UrtheCast to affect materially the control of UrtheCast, has

(a) been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority; or
(b) been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision about UrtheCast.

Personal Bankruptcies

No director or executive officer of UrtheCast or a shareholder holding a sufficient number of securities of UrtheCast to affect materially the control of UrtheCast, has, within the 10 years before the date of this AIF, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the director, executive officer or shareholder.

Conflicts of Interest

To the knowledge of UrtheCast, and other than as disclosed herein, there are no known existing or potential material conflicts of interest among UrtheCast, its directors and officers or a subsidiary of UrtheCast and any director or officer of UrtheCast or of a subsidiary of UrtheCast, or other members of management as a result of their outside business interests, except that certain of the directors or officers may serve as directors and officers of other companies, and therefore it is possible that a conflict may arise between their duties to UrtheCast and their duties as a director or officer of such other companies (see "Risk Factors – Risks Related to UrtheCast's Directors, Officers and Employees").

As noted above under "Risk Factors – Risks Related to UrtheCast's Directors, Officers and Employees" Mr. Lüönd is has been appointed as a director of UrtheCast pursuant to a nomination right granted to Bolzano in connection with the January 2019 Term Loan, in which it acted as the lead lender. Bolzano also acted as lender in connection with the June 2019 Term Loan. Mr. Lüönd has advised the Company that he has a 50% ownership interest in Bolzano, but is not a director or officer of Bolzano and does not exercise voting control over any securities of UrtheCast directly or indirectly controlled by Bolzano. Mr. Lüönd is considered a non-independent director under applicable securities laws.

The directors of UrtheCast are required by law to act honestly and in good faith with a view to the best interests of UrtheCast and to disclose any interests that they may have in any material contract or material transaction. If a conflict of interest arises at a meeting of the Board of Directors of the Company, any director in a conflict is required to disclose his or her interest and abstain from voting on such matter. The directors and officers of UrtheCast are aware of the existence of laws governing accountability of directors and officers for corporate opportunity and requiring disclosures by directors of conflicts of interest in respect of UrtheCast and are required to comply with such laws in respect of any directors' and officers' conflicts of interest or in respect of any breaches of duty by any of its directors or officers.

Promoters

No person has acted as a promoter of the Company during the last two completed financial years or during the current financial year.

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

To the best of the Company's knowledge, there are no material legal proceedings by or against the Company or affecting any of its interest as of the date of this AIF, nor is the Company aware that any such proceedings are contemplated, with the exception of the Eastwood litigation discussed above under the heading "General Development of the Business – Three Year History – Corporate Developments – Litigation and Regulatory Matters". As discussed above, the Company believes that the allegations in the sole remaining contract claim are without merit, and intends to continue to vigorously defend the action. However, litigation is inherently uncertain and the timing and success of the Company's defense cannot be guaranteed (see "Risk Factors – Risks Related to Legal Proceedings").

Furthermore, there are no: (a) penalties or sanctions imposed against the Company by a court relating to securities legislation or by a securities regulatory authority during its most recently completed financial year; (b) other penalties or sanctions imposed by a court of regulatory body against the Company that would likely be considered important to a reasonable investor in making an investment decision in the Company; or (c) settlement agreements the Company entered into before a court relating to securities legislation or with a securities regulatory authority during its most recently completed financial year.

INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

Except as set out below, none of the following persons have had any direct or indirect material interest in any transaction of the Company within the three most recently completed financial years or during the current financial year that has materially affected or is reasonably expected to materially affect the Company:

a director or executive officer of the Company;
a person or company that beneficially owns, or controls or directs, directly or indirectly, more than 10% of any class or series of the outstanding voting securities of the Company; and
an associate or affiliate of any of the persons or companies referred to in this section.

Pursuant to the January 2019 Term Loan requirements (see "General Development of the Business – Three Year History - Financings"), certain UrtheCast directors and officers loaned an aggregate principal amount of US\$0.55 million to the 2019 Term Loan Borrower on substantially the same terms as the January 2019 Term Loan provided by the unrelated lenders in consideration for the issuance of an aggregate of 1,815,713 common share purchase warrants of UrtheCast having a maturity date of May 25, 2023 and an exercise price of \$0.48 per common share.

In addition, the lead lender in respect of the January 2019 Term Loan and June 2019 Term Loan was Bolzano (see "General Development of the Business – Three Year History - Financings"). The terms of the January 2019 Term Loan, as amended are described more fully under the heading referenced in the preceding sentence, but they include a board appointment right pursuant to which Bolzano appointed Mr. Pirmin Lüond as a director of UrtheCast. Mr. Lüond has advised the Company that he has a 50% ownership interest in Bolzano, but is not a director or officer of Bolzano and does not exercise voting control over any securities of UrtheCast directly or indirectly controlled by Bolzano.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar of UrtheCast's Common Shares is TSX Trust Company, located at its offices in Vancouver, British Columbia, Canada.

MATERIAL CONTRACTS

The following is a summary of each material contract, other than contracts entered into in the ordinary course of UrtheCast's business, that was entered into in the financial year ending December 31, 2019 or up to the date of this AIF that is still in effect.

(a) Multi-year contract dated November 24, 2014 with a confidential third-party customer, which is valued at US\$65 million and pursuant to which the Company will provide engineering services, value-added services and Earth imagery data (see "General Development of the Business – Three Year History – Engineering Services and UrthePipeline").
(b) Loan agreement dated December 11, 2015, between UrtheCast Spain as borrower and Sabadell as lender for a senior secured term loan of €25 million (see "General Development of the Business – Three Year History – Financings").
(c) Rights Plan dated April 5, 2016, between UrtheCast and Equity Financial Trust Company, as rights agent, and which was re-approved by shareholders at the 2019 annual general and special meeting of shareholders (see "General Development of the Business – Three Year History – Corporate Developments").
(d) Term Loan Agreement dated January 14, 2019 between the January 2019 Term Loan Borrower (1185781 B.C. LTD.), as borrower, and Bolzano and 1112099 B.C. Ltd. as lenders in respect of a US\$12 million loan with a one year term accruing interest at a rate of 14% per annum and secured

using the assets of the Borrower, which includes GEOSYS, and which was subsequently amended to an interest rate of 17% per annum and also secured against the proceeds of any sale of Deimos Imaging (see "General Development of the Business – Three Year History – Financings").

(a) Indenture dated May 3, 2018 the Company and TSX Trust Company (the "Trustee") in respect of the Debentures issued in connection with the 2018 Private Placement (see "General Development of the Business – Three Year History – Financings").
(b) Warrant Indenture dated May 3, 2018 the Company TSX Trust Company (the "Trustee") in respect of the Warrants issued in connection with the 2018 Private Placement (see "General Development of the Business – Three Year History – Financings").
(c) Purchase and Sale Agreement of Certain Subsidiaries of Land O' Lakes, Inc. and Certain Platform Assets dated November 6, 2018, as amended from time to time, between the Company, 1185781 B.C. LTD. and Land O'Lakes Inc. regarding the acquisition of its wholly owned subsidiary, GEOSYS Technology Holding LLC and certain of its intellectual property related to software for accessing, processing, cataloguing and retrieving of images, for an aggregate purchase price of US\$20 million (see ""General Development of the Business – Three Year History – GEOSYS Acquisition").
(d) Term Loan Agreement dated June 26, 2019 between 1185781 B.C. LTD., as borrower, and Bolzano as lender in respect of a US\$1.5 million loan accruing interest at a rate of 17% per annum and secured using the assets of the Borrower, which includes GEOSYS, and the proceeds of any sale of Deimos Imaging, and which was subsequently amended (see "General Development of the Business – Three Year History – Financings").
(e) Term Loan Agreement dated July 24, 2019 between 1185781 B.C. LTD., as borrower, and Lunar Ventures Inc., as lender, in respect of a US\$1.5 million loan accruing interest at a rate of 17% per annum and secured using the assets of the Borrower, which includes GEOSYS, and the proceeds of any sale of Deimos Imaging, and which was subsequently extended to a maturity date of April 15, 2020 (see "General Development of the Business – Three Year History – Financings").
(f) Senior Unsecured Debenture between UrtheCast Corp., as debenture issuer, and Vine Rose Limited, as holder dated September 11, 2019 in the principal amount of \$3,620,462 and with an original maturity date of October 31, 2019, which was subsequently extended (see "General Development of the Business – Three Year History – Financings").
(g) Senior Unsecured Convertible Debenture between UrtheCast Corp., as debenture issuer, and SMF Investments Limited, as holder, dated January 29, 2020 in the principal amount of \$2,025,773 and with a maturity date of March 31, 2020, which was subsequently extended (see "General Development of the Business – Three Year History – Financings").

INTERESTS OF EXPERTS

The Corporation's auditors are PricewaterhouseCoopers LLP, Chartered Professional Accountants, who have prepared an independent auditor's report expected to be dated May 14, 2020 in respect of the Corporation's consolidated financial statements as at December 31, 2019 for years then ended. PricewaterhouseCoopers LLP has advised that they are independent with respect to the Corporation within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on Company's issuer profile on SEDAR at www.sedar.com. Shareholders may contact the Corporate Secretary of UrtheCast at 33–1055 Canada Place, Vancouver, British Columbia, Canada, V6C 0C3, by faxing a written request to (604) 669-1799, or by calling

(604) 669-1788 to request copies of the Company's financial statements and management's discussion and analysis. Additional information regarding directors' and officers' remuneration, and securities authorized for issuance under equity compensation plans, will be contained in the Company's management information circular, for the annual general meeting of shareholders to be held in 2020.

Financial information is provided in the Company's Annual Financial Statements and Annual MD&A for its most recently completed financial year, which is filed and available on Company's issuer profile on SEDAR at www.sedar.com.

AUDIT COMMITTEE

The primary function of UrtheCast's Audit Committee is to assist the UrtheCast Board in fulfilling its financial oversight responsibilities by reviewing and/or overseeing: (i) the financial reports and other financial information provided by UrtheCast to regulatory authorities and shareholders; (ii) the systems for internal corporate controls which have been established by the UrtheCast Board and management; and (iii) UrtheCast's financial reporting processes generally. In meeting these responsibilities, the Audit Committee monitors the financial reporting process and internal control system, reviews and appraises the work of external auditors, and provides an avenue of communication between the external auditors, senior management and the UrtheCast Board. The Audit Committee is also mandated to review and approve all material related party transactions.

Composition of the Audit Committee

The current Audit Committee is comprised of the following members: William (Mac) Evans, Mark J. Piegza and James Topham. The Chair of the Audit Committee is James Topham. All of the members of the Audit Committee are independent within the meaning of National Instrument 52-110 – Audit Committees ("NI-52-110") and are considered to be financially literate, as defined by NI-52-110.

Relevant Education and Experience

The relevant education and experience of the members of the Audit Committee are set forth below:

William (Mac) Evans was the President of the Canadian Space Agency from November 1994 to November 2001. Mr. Evans led the development of the Canadian Astronaut and RADARSAT programs and negotiated Canada's role in the ISS and a number of international agreements that are the foundation of Canada's international partnerships. In 2004 Mr. Evans was Chief of Staff for the Minister of National Defence (Canada). Until recently, he served as Chair of the Canadian Department of National Defence's Defence Advisory Board and is a member of the Space Advisory Board that reports to the Minister of Innovation, Science, and Economic Development.

Mark J. Piegza is the founder and President of Convergence Advisors LLC, an advisory firm serving clients in the telecommunications, media and technology industries. He previously was a Managing Director in the Technology, Media & Telecommunications Group at Banc of America Securities from 2002 until 2007. At Banc of America Securities, Mr. Piegza had global responsibility for the satellite sector. Mr. Piegza has an MBA from Wake Forest and significant experience in finance matters and the review and analysis of financial statements.

James Topham has 30 years of public practice experience as a Chartered Accountant and prior to his retirement in 2008, was a Technology Partner of KPMG's Vancouver office. Mr. Topham was also a founder and for the first nine years, board member of the BC Technology Industry Association (now, the BC Tech Association). In 2003, Mr. Topham founded the predecessor to the BC Cleantech CEO Alliance, to promote the cleantech industry in BC. Mr. Topham currently serves on the board of two other public technology companies as well as working with several other private technology companies.

The Audit Committee's Charter

The Charter of the Audit Committee is attached hereto as Appendix "A".

Audit Committee Oversight

The Board has accepted all recommendations of the Audit Committee since it was formed after the completion of the Formation Transaction regarding the recommendation to nominate or compensate an external auditor.

Pre-Approval Policies and Procedures

The Audit Committee has authority and responsibility for pre-approval of all non-audit services to be provided to the Company or its subsidiary entities by the external auditors or the external auditors of the Company's subsidiary entities, unless such pre-approval is otherwise appropriately delegated or if appropriate specific policies and procedures for the engagement of non-audit services have been adopted by the Audit Committee.

External Auditor Service Fees by Category

The aggregate fees billed by the Company's external auditors in each of the last two fiscal years for audit fees are set out in the table below. In the table, "Audit Fees" are fees billed by the Company's external auditor for services provided in auditing the Company's annual financial statements for the subject year. "Audit-Related Fees" are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of the Company's financial statements. "Tax Fees" are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. "All Other Fees" are fees billed by the auditor for products and services not included in the foregoing categories. All amounts in the table are expressed in Canadian dollars.

Financial Year Ending	Audit Fees	Audit-Related Fees	Tax Fees	All Other Fees
December 31, 2019	\$479,500	\$120,950	\$73,200	Nil
December 31, 2018	\$518,900	\$133,000	\$35,200	Nil

APPENDIX "A"

URTHECAST CORP.

(the "Company")

AUDIT COMMITTEE CHARTER

The Audit Committee (the "Committee") is a committee of the board of directors (the "Board") of the Company. The role of the Committee is to (i) provide oversight of the Company's financial management; (ii) design and implement an effective system of internal financial controls; and (iii) review and report to the Board on the integrity of the financial statements of the Company, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor.

Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Company's external auditor is ultimately accountable to the Board and the Committee as representatives of the Company's shareholders.

I. DUTIES AND RESPONSIBILITIES

A. External Auditor

1. To be directly and solely responsible, subject to shareholder approval, for the appointment, compensation, retention and oversight of any independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) engaged by the Company for the purpose of preparing or issuing an audit report or related work, with each such auditor reporting directly to the Committee.
1. To obtain and review annually a report from the independent auditor describing (i) the independent auditor's internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review or peer reviews or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, and any steps taken to deal with such issues, and (iii) all relationships between the independent auditor and the Company.
1. To review with the independent auditor any accounting adjustments that were noted or proposed by the independent auditor but that were "passed" (as immaterial or otherwise), and communications between the audit team and the independent auditor's national office respecting auditing or accounting issues presented by the engagement, and any "management" or "internal control" letter or schedule of unadjusted differences issued, or proposed to be issued, by the independent auditor to the Company, or any other material written communication provided by the independent auditor to the Company's management.
1. To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.
1. To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.
1. To pre-approve any non-audit services to be provided to the Company by the external auditor and the fees for those services.
1. To review and approve the Company's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company. The Committee has adopted the

following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Company on any aspect of its certification of the Company's financial statements:

(a) No member of the audit team that is auditing a business of the Company can be hired into that business or into a position to which that business reports for a period of three years after the audit;
(b) No former partner or employee of the external auditor may be made an officer of the Company or any of its subsidiaries for three years following the end of the individual's association with the external auditor;
(c) The CFO must approve all office hires from the external auditor; and
(d) The CFO must report annually to the Committee on any hires within these guidelines during the preceding year.
1. To ensure that the head audit partner assigned by the external auditor to the Company, as well as the audit partner charged with reviewing the audit of the Company, are changed at least every five years, to consider issues related to the timing of such rotation and the transition to new lead and reviewing partners, and to consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm, and report any conclusions on these issues to the Board.
1. To review with the independent auditor the critical accounting policies and practices used by the Company, all alternative treatments of financial information within generally accepted accounting principles that the independent auditor has discussed with management, the ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the independent auditor.
1. To review, at least annually, the relationships between the Company and the external auditor in order to establish the independence of the external auditor.

B. Financial Information and Reporting

1. To review the Company's annual audited financial statements with the CEO and CFO and then the full Board.
1. To review the interim financial statements with the CEO and CFO.
1. To review and discuss with management and the external auditor, as appropriate:
(a) The annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and,
(b) Earnings guidance and other releases containing information taken from the Company's financial statements prior to their release.
1. To review the quality and not just the acceptability of the Company's financial reporting and accounting standards and principles and any proposed material changes to them or their application.
1. To review with the CFO any earnings guidance to be issued by the Company and any news release containing financial information taken from the Company's financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

C. Oversight

1. To review with management its assessment of the effectiveness of and adequacy of the Company's internal control structure and procedures for financial reporting (the "Internal Controls") and consider whether any changes to the Internal Controls are appropriate in light of management's assessment.
1. To review and monitor the Company's major financial risks and risk management policies and the steps taken by management to mitigate those risks.
1. To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.
1. To review with the CEO and CFO of the Company any report on significant deficiencies in the design or operation of the Internal Controls that could adversely affect the Company's ability to record, process, summarize or report financial data, any material weaknesses in Internal Controls identified to the auditors, and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's Internal Controls.
1. To review and approve any related-party transactions, after reviewing each such transaction for potential conflicts of interest and other improprieties.
1. To establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. To adopt, as necessary, appropriate remedial measures or actions with respect to such complaints or concerns.
1. In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Company's disclosure and internal controls, including any material deficiencies or changes in those controls.

II. MEMBERSHIP

1. The Committee shall consist of three or more members of the Board, each of whom the Board has determined qualifies as "independent" under National Policy 58-201 Corporate Governance Guidelines, as may be amended from time to time. The determination of whether an individual director is "independent" is the responsibility of the Board.
1. Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Company or until the member ceases to be a director, resigns or is replaced, whichever first occurs.
1. The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.
1. All members of the Committee must be "financially literate" (i.e., have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement). In addition, if required by applicable additional securities regulators or stock exchange rules, at least one member of the Committee shall qualify as a "financial expert" within the meaning of such rules and regulations.

III. PROCEDURES

1. The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the "Chair"). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.
1. The Chair will appoint a secretary (the "Secretary") who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair. Minutes of Committee meetings will be prepared by the Secretary and distributed to Committee members and approved at subsequent meetings. Final minutes of all Committee meetings shall be sent to the corporate secretary of the Company or external legal counsel in attendance for safekeeping with the Company's records.
1. No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum. Committee vacancies will be filled by the Board as soon as practicable after the occurrence of any vacancy.
1. The Committee shall meet at least quarterly (or more frequently as circumstances dictate). The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the constating documents of the Company or otherwise determined by resolution of the Board.
1. The Committee may invite to a meeting any officers or employees of the Company, legal counsel, advisors and other persons whose attendance it considers necessary or desirable in order to carry out its responsibilities.
1. The Company shall provide appropriate funding, as determined by the Committee, to permit the Committee to perform its duties under this Charter and to compensate its advisors and any registered public accounting firm engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Company. The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to initiate investigations and select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, accounting firms, financial experts or other experts or consultants, as it deems appropriate.
1. The Committee is authorized to have full and unrestricted access to all personnel, records, operations, properties, and other information and resources of the Company required to discharge its duties and responsibilities properly. Any communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company, and the Committee will take all necessary steps to preserve the privileged nature of those communications.
1. The Committee has the authority to communicate directly with the internal and external auditors.

IV. REPORTS

1. The Committee shall produce the following reports, which may take the form of an oral report from the Chair or any other members of the Committee designated by the Committee to make the report, and provide them to the Board:
(a) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or

desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate.

(b) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

V. NO RIGHTS CREATED

This Charter is a statement of broad policies and is intended as a component of the flexible governance framework within which the committees of the Board assist the Board in directing the affairs of the Company. While it should be interpreted in the context of all applicable laws, regulations and listing requirements, as well as in the context of the Company's Articles and By-Laws, it is not intended to establish any legally binding obligations.

AI assistant

UrtheCast Corp. — Annual Report 2020

45472_rns_2020-05-14_4e1cac1e-3094-42fe-ad62-ba00afcc4523.pdf

URTHECAST CORP. ANNUAL INFORMATION FORM FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019

GENERAL MATTERS AND FORWARD-LOOKING STATEMENTS

Forward-Looking Statements

CORPORATE STRUCTURE

Name, Address and Incorporation

Intercorporate Relationships

GENERAL DEVELOPMENT OF THE BUSINESS

Three Year History

OptiSAR Technology

UrtheDaily Constellation and Data Buy Contracts

UrtheDaily Financing

GEOSYS Acquisition

UrthePipeline

Earth Observation and Deimos Imaging Business

Engineering Services

Financings

Sabadell Secured Term Loan

Public Offering of Common Shares

2018 Convertible Debentures

2018 Credit Agreement and Termination Agreement

US\$5 Million Unsecured Demand Promissory Note

US\$12 Million Term Loan

US \$10.0 Million Receivables Purchasing Agreement

US\$1.5 Million June 2019 Term Loan

US\$1.5 Million July 2019 Term Loan

\$6.6 Million Convertible Debenture Financing

\$2 Million Convertible Debenture Financing

Government Funding

Corporate Developments

Litigation and Regulatory Matters

DESCRIPTION OF THE BUSINESS

General

Products and Services

Geo-analytics and Value-Added Services

Earth Observation

Engineering Services and UrthePipeline

Market

Geo-analytics and Value-Added Services

Earth Observation Data Sales

Engineering Services

Distribution – EO Data Sales and Geoanalytics

Marketing Plan and Strategy

Monetization and Pricing

Specialized Skill and Knowledge

Competitive Conditions

Strategic Relationships

SSTL

Global Imaging Partners

Elecnor Deimos Space

Land O' Lakes, Inc. and WinField

Components

Intellectual Property

Economic Dependence

Employees

Foreign Operations

RISK FACTORS

Risks Related to Cash Flow Constraints

Risks Related to the Company's Ability to Continue as a Going Concern

Risks Related to Liquidity

Risks Related to Negative Cash Flows

Risks Related to the Sabadell Secured Term Loan, the January, June and July 2019 Term Loans, the September 2019 Debentures, the 2020 Debentures and Indebtedness Generally

Risks Related to Delays in the Financing, Development and Launch of the UrtheDaily Constellation

Risks Related to Lack of Revenue and Additional Funds

Risks Related to the Acquisition and Integration of GEOSYS

Risks Related to the Relationship with Land O' Lakes and WinField

Risks Related to Global Economic Conditions and COVID-19

Risks Related to the Financing, Development and Monetization of the OptiSAR Technology

Risks Related to the Operation of the Deimos-1 and Deimos-2 Satellites and the Expected Operation of the UrtheDaily Constellation

Risks Related to Legal Proceedings

Risks Related to Reliance on Key Agreements and Relationships

Risks Related to the Global Imaging Partners

Risks Related to Obtaining Funding in case of Loss of or Damage to a Satellite

Risks Related to Limited Insurance Coverage and Availability of Adequate Insurance

Risks Related to Failure to Obtain, or Loss of, Regulatory Approvals

Risks Related to A Sale of Deimos Imaging

Risks Related to Government Funding

Risks Related to Dilution and Potential Dilution and the Preferred Shares

UrtheCast Corp. Annual Report 2020