/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
TORONTO, July 9, 2013 /CNW/ - ONEnergy Inc., formerly Look
Communications Inc. ("ONEnergy") (NEX: LOK.H and LOK.K) today announced
that it has completed the previously announced change of business
transaction and concurrent private placement.
The transactions involved the acquisition by ONEnergy of 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
(the "Acquisition"). The consideration for the Acquisition was
satisfied through the issuance of 3,382,974 multiple voting shares and
3,759,883 subordinate voting shares in the capital of ONEnergy, each
valued at $0.14 per share. Concurrently with the completion of the
Acquisition, a group of sophisticated investors subscribed, 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
ONEnergy at a price of $0.14 per share for aggregate subscription
proceeds of $9 million (the "Private Placement" and, together with the
Acquisition, the "Transactions").
Contemporaneously with the completion of the Transactions, Mark J. Lewis
was appointed Chief Executive Officer of ONEnergy and Robert Weir was
appointed Chief Operating Officer of ONEnergy. In addition, Stanley H.
Hartt and Stephen J.J. Letwin were appointed to the ONEnergy board as
independent directors, and Messrs. David Rattee and Lawrence Silber
continue to serve as ONEnergy's two other independent directors. C.
Fraser Elliot continues to serve as ONEnergy's Chief Financial Officer.
The Transactions remain subject to the final acceptance of the TSX
Venture Exchange (the "Exchange"). Subject to ONEnergy providing the
Exchange with all required information regarding the Transactions, it
is anticipated that the final acceptance of the Exchange will be
obtained within the next two business days. In accordance with the
policies of the Exchange, ONEnergy's multiple voting shares and
subordinate voting shares were halted from trading upon announcement of
the Transactions. It is anticipated that the multiple voting shares
and subordinate voting shares will be listed and posted for trading on
the Exchange under the symbols "OEG" and "OEG.A", respectively,
approximately two business days after the final acceptance of the
Exchange has been obtained.
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 ONEnergy's profile at www.sedar.com. Additional information regarding the Transactions and the businesses
of ONEnergy and Sunwave is included in the information circular dated
June 7, 2013 which was prepared in connection with the Transactions
(the "Circular"), a copy of which is available under ONEnergy's profile
About ONEnergy Inc.
ONEnergy's shares are currently listed on the NEX under the symbols
"LOK.H" for multiple voting shares and "LOK.K" for subordinate voting
shares. Following final acceptance of the Exchange, ONEnergy's multiple
voting shares and subordinate voting shares will be listed and posted
for trading on the Exchange under the symbols "OEG" and "OEG.A",
respectively. ONEnergy's website may be found at www.grouplook.ca. ONEnergy's new website www.onenergyinc.com, is expected to be fully operational within the next week. At that
time, investors will be able to access all historical information as
well as updated, ongoing information regarding ONEnergy.
The Transactions remain subject to the final acceptance of the
Exchange. There can be no assurance that Exchange acceptance will be
Investors are cautioned that, except as disclosed in the Circular, 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 ONEnergy should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Transactions
and has neither approved nor disapproved the contents of this news
The information contained in this release includes forward-looking
statements regarding future events, including the final Exchange
acceptance of the Transactions and the listing and posting for trading
on the Exchange of ONEnergy's multiple voting shares and subordinate
voting shares, that involve risks and uncertainties that could cause
actual events or results to differ materially. Assumptions used in the
preparation of such information, although considered reasonable by
ONEnergy 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 ONEnergy 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:
C. Fraser Elliott
Chief Financial Officer