/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/ -
TORONTO, July 21 /CNW/ - Look Communications Inc. ("Look" or the "Corporation") (TSX Venture: LOK and LOK.A) today announced that Messrs. Robert Ulicki, Grant McCutcheon and Henry Eaton (the "New Board") have accepted appointment to the Board of Directors of Look after the former Board abruptly resigned en masse effective this morning. The New Board understands that Gerald McGoey and Jason Redman, Look's Chief Executive Officer and Chief Financial Officer, have also resigned effective today without notice.
As a result of the resignations, Mr. Grant McCutcheon will serve as Look's Chief Executive Officer. Mr. McCutcheon will also serve as acting Chief Financial Officer until a suitable replacement is found. Messrs. Ulicki, McCutcheon and Eaton are also Board members of Unique Broadband Systems, Inc. ("UBS"), a significant shareholder of Look. The two vacancies that now exist on the Look Board are expected to be filled shortly with experienced and independent individuals.
At the invitation of the former Look Board, on July 6, 2010, UBS entered into discussions for an orderly transition of the Look Board. Key to this process, UBS requested (1) confirmation that there would be no legal claims made against Look in connection with the voluntary resignations of the Board and/or management, and (2) for disclosure of any cash to be directed out of the company to trust or retainer accounts to directors and/or officers in connection with their resignations.
The particulars of these requests remained unanswered late yesterday when Messrs. Gerald McGoey, Michael Cytrynbaum, Stuart Smith, Scott Colbran and Louis Mitrovich delivered their resignations to Look's counsel, Stikeman Elliott LLP, who subsequently advised UBS of this extraordinary move. At this time, UBS was further advised that Look's former directors had appointed Messrs. Eaton, Ulicki and McCutcheon directors of Look without having received their written consents to act and knowing that significant concerns of such individuals about the transition remained unanswered. UBS was advised that the Look resignations were effective today irrespective of the New Board accepting its appointment, an act that could have left Look without directors or senior officers.
As it is, the interim financial statements filed by the former Board late yesterday evening (after the public announcement of their resignations), confirm that subsequent to May 31, 2010, the Corporation advanced $1.55 million to various law firms. It appears as though these out of the ordinary course transfers were exclusively for the personal benefit of the directors, officers and consultants of Look. The rationale provided was that the funds were advanced in connection with the indemnification of these individuals. The full particulars are not yet known.
"As directors of UBS, we feel duty bound to take the helm in such extraordinary circumstances on no notice and work for the interests of all Look shareholders" said Grant McCutcheon, the Chief Executive Officer of UBS. "Although we are pleased to have a new board coming into place at Look without the time and costs associated with calling a special meeting of shareholders, we are surprised and disappointed by the manner in which it has occurred and the apparent taxing of shareholders by insiders for their self-interest. The former Look Board were told on numerous occasions by us and our legal counsel that they are trustees of Look's cash pending its distribution to shareholders and, as such, not to make out of the ordinary course payments or distributions, yet it appears they went ahead and paid out substantial sums prior to abruptly resigning from the Corporation. We have serious concerns about the former Board and management's conduct and intend to initiate a full review of their actions" said Mr. McCutcheon.
Look's shares are listed on the TSX Venture Exchange under the symbols "LOK" for Multiple Voting Shares and "LOK.A" for Subordinate Voting Shares.
Look's website may be found at www.look.ca.
Forward Looking Statements
The corporate information contained in this release includes forward-looking statements regarding future events and the future performance of Look that involve risks and uncertainties that could cause actual results to differ materially. Assumptions used in the preparation of such information, although considered reasonable by Look at the time of preparation, may prove to be incorrect. The actual results achieved may vary from the information provided herein and the variations may be material. Consequently, there is no representation by Look that actual results achieved will be the same in whole or in part as those forecast.
Neither the 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.
SOURCE Look Communications Inc.
For further information: For further information: Robert Ulicki, Director, Look at 416-642-5703