/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES/
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 at www.sedar.com.
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 obtained.
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 release.
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.
C. Fraser Elliott
Chief Financial Officer