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TORONTO, July 4, 2013 /CNW/ - Look Communications Inc. ("Look") (NEX: LOK.H and LOK.K) today announced that at a special meeting of shareholders held earlier today, Look's shareholders approved the previously announced change of business transaction and concurrent private placement.
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. 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 (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 million (the "Private Placement" and, together with the Acquisition, the "Transactions").
At the meeting, Look's shareholders also approved a resolution authorizing Look to change its name to "ONEnergy Inc.", as well as a resolution ratifying Look's existing dual class share structure. Look's shareholders did not approve the resolution that would have permitted Look to reorganize existing dual class share structure into a single class of common shares (the "Capital Reorganization"). As a result, Look will not be proceeding with the Capital Reorganization and, accordingly, shareholders will not be entitled to exercise any dissent rights in connection with the Transactions.
Completion of the Transactions remains subject to a number of conditions, including the final approval of the TSX Venture Exchange (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 information circular dated June 7, 2013 which was prepared in connection with the Transactions (the "Circular"), a copy of which is available under Look's profile at www.sedar.com.
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 after the completion of the Transactions.
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 final approval of the Exchange. 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 final Exchange 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.
C. Fraser Elliott
Chief Financial Officer