OSI Geospatial Inc. shareholders approve TSXV delisting and Plan of Arrangement

VANCOUVER, June 21, 2012 /CNW/ - OSI Geospatial Inc. (TSXV: OSI) ("OSI" or the "Company") is pleased to announce that its common shareholders (the "Common Shareholders") and Class "B" Series 2 Preference Shareholders (the "Preferred Shareholders" and, together with the Common Shareholders, the "Shareholders") have approved the Company's previously announced delisting from the TSX Venture Exchange ("TSXV") and going private transaction to be completed by way of a court approved Plan of Arrangement (the "Transaction").  At two separate special meetings held today, the Transaction was approved by 100% of the Preferred Shareholders and 95.19% of the Common Shareholders, including 92.85% of the minority Common Shareholders, voting in person or by proxy at the respective meetings.  Subject to and following receipt of the final court order from the Supreme Court of British Columbia and final approval of the TSXV the Company expects to delist from the TSXV and close the Transaction in July 2012.

The Transaction provides, among other things, that (i) each Class "B" Series 2 Preference Share (a "Preferred Share") held by a Preferred Shareholder be converted into common shares of the Company (the "Common Shares") at a conversion rate of 156.667 Common Shares per Preferred Share, which is equivalent to a value of $9.40 per Preferred Share, and (ii), all of the issued and outstanding Common Shares be consolidated on a 250,000 to 1 basis and Common Shareholders holding less than one post-consolidation Common Share be paid $0.060 in cash, representing a 33% premium to the pre-consolidation market price for the Common Shares, per pre-consolidation Common Share held by them.

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

About OSI Geospatial Inc.

OSI Geospatial Inc. operates two distinct business units: Offshore Systems Ltd. (based in Vancouver, British Columbia), a world-leading naval fleet supplier of integrated navigation and tactical solutions; and CHI Systems, Inc. (based in Philadelphia, Pennsylvania), a leading-edge research, development, and systems integration supplier of technology solutions for defense, aerospace, health, and bioscience markets. OSI Geospatial systems and software are in use by military, government, and commercial customers around the world. The Company is publicly traded on the TSX Venture Exchange. For additional information please visit www.osigeospatial.com.

Forward-Looking Statements

Information set forth in this news release may involve forward-looking statements under applicable securities laws. Forward-looking statements are statements that relate to future, not past, events. In this context, forward-looking statements often address expected future business and financial performance, and often contain words such as "anticipate", "believe", "plan", "estimate", "expect", and "intend", statements that an action or event "may", "might", "could", "should", or "will" be taken or occur, or other similar expressions. All statements, other than statements of historical fact, included herein including, without limitation, statements about the completion of the Transaction and regulatory and court approvals, are forward looking statements. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: the need for additional financing; operational risks associated with mineral exploration; fluctuations in commodity price and title matters or other reports and filings with the TSX Venture Exchange and applicable Canadian securities regulators. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date that statements are made and the Company undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable securities laws. Investors are cautioned against attributing undue certainty to forward-looking statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Jim Girard
Chief Financial Officer and Secretary
[phone] [phone]
[phone] (FAX)
[email protected]