/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
TORONTO, May 24, 2013 /CNW/ - Look Communications Inc. ("Look") (NEX:
LOK.H and LOK.K) today announced that it has received conditional
approval of the TSX Venture Exchange (the "Exchange") for the
previously announced change of business transaction and concurrent
As previously announced on March 26, 2013, Look entered into a
securities purchase agreement (the "Purchase Agreement") pursuant to
which Look has agreed to acquire all of the outstanding shares of
Sunwave Gas & Power Inc. ("Sunwave"), a privately-held provider of
innovative energy commodity products and services based in Toronto, for
aggregate consideration of $1 million. It is anticipated that
consideration for the transaction will be satisfied through the
issuance of 3,382,974 multiple voting shares and 3,759,883 subordinate
voting shares in the capital of Look, each valued at $0.14 per share
(the "Acquisition"). Concurrently with the execution of the Purchase
Agreement, Look entered into subscription agreements (the "Subscription
Agreements") with a group of sophisticated investors pursuant to which
the investors will subscribe, on a private placement basis, for an
aggregate of 30,446,767 multiple voting shares and 33,838,947
subordinate voting shares in the capital of Look at a price of $0.14
per share for aggregate subscription proceeds of $9,000,000 (the
"Private Placement" and, together with the Acquisition, the
"Transactions"). The multiple voting shares and subordinate voting
shares intended to be issued pursuant to the Transactions will be
issued in the same proportion as the number of multiple and subordinate
voting shares currently outstanding.
Look has set July 4, 2013 as the date for the shareholders meeting to
consider the Transactions and has set June 4, 2013 as the record date
for determining shareholders entitled to receive notice of and to vote
at the meeting.
In accordance with the policies of the Exchange, Look's multiple voting
shares and subordinate voting shares were halted from trading upon
announcement of the Transactions, and will remain halted until the
completion of the Transactions or until the Transactions are abandoned.
Completion of the Transactions remains subject to a number of
conditions, including the approval of Look's shareholders and the final
approval of the Exchange. All of the terms and conditions of the
Transactions are set forth in the Purchase Agreement and the form of
Subscription Agreement, copies of which are available under Look's
profile at www.sedar.com. Additional information regarding the Transactions and the businesses
of Look and Sunwave, will be included in an information circular to be
prepared by Look in accordance with the policies of the Exchange and
applicable securities laws, a copy of which will also be available
under Look's profile at www.sedar.com.
Look continues to vigorously pursue recovery of the approximately $20
million of sale awards paid in 2009 pursuant to the statement of claim
issued by Look in July, 2011 and CBCA motion materials filed in August,
About Look Communications Inc.
Look's shares are currently listed on the NEX under the symbols "LOK.H"
for Multiple Voting Shares and "LOK.K" for Subordinate Voting Shares.
Look's website may be found at www.grouplook.ca.
Completion of the Transactions is subject to a number of conditions,
including Exchange acceptance and disinterested shareholder approval.
The Transactions cannot close until the required shareholder approval
is obtained. There can be no assurance that the Transactions will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the information
circular to be prepared in connection with the Transactions, any
information released or received with respect to the Transactions may
not be accurate or complete and should not be relied upon. Trading in
the securities of Look should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed
Transactions and has neither approved nor disapproved the contents of
this news release.
The information contained in this release includes forward-looking
statements regarding future events and the future performance of Look
and Sunwave, including the completion of the Transactions, that involve
risks and uncertainties, including the ability of Look and Sunwave to
obtain Exchange approval and shareholder approval, that could cause
actual events or results to differ materially. Assumptions used in the
preparation of such information, although considered reasonable by Look
and Sunwave at the time of preparation, may prove to be incorrect. The
actual events or results achieved may vary from the information
provided herein and the variations may be material. Consequently, there
is no representation by Look or Sunwave that actual events or results
achieved will be the same in whole or in part as those forecast.
Neither the NEX nor its Regulation Services Provider (as that term is
defined in the policies of the NEX) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE: Look Communications Inc.
For further information:
Chief Executive Officer