/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
TORONTO, June 10, 2013 /CNW/ - Look Communications Inc. ("Look") (NEX:
LOK.H and LOK.K) today announced that it has mailed a management
information circular (the "Circular") to its shareholders in connection
with the shareholders meeting to be held on July 4, 2013 to consider
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 the
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
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
In accordance with the policies of the TSX Venture Exchange (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 is included in the Circular, a copy of which will
also be available under Look's profile at www.sedar.com.
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 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 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