/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S.
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
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.
For further information:
C. Fraser Elliott
Chief Financial Officer