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TORONTO, April 25, 2013 /CNW/ - Look Communications Inc. ("Look") (NEX: LOK.H) (NEX: LOK.K) is pleased to provide an update regarding its previously announced change of business transaction.
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 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 arm's length 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 outstanding.
As previously announced on April 10, 2013, Look has entered into an engagement letter with Brant Securities Limited ("Brant Securities") pursuant to which Brant Securities will, subject to completion of satisfactory due diligence, act as the Sponsor for the Transactions. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
The parties are currently working to complete the Transactions, including preparing an information circular to be delivered to shareholders in connection with the meeting to consider the Transaction, as well as pursuing the requisite approvals of the TSX Venture Exchange (the "Exchange"). Look intends to set a meeting date for the shareholders meeting to consider the Transactions once Look obtains conditional approval of the Transactions from the Exchange. Except as otherwise required by applicable law or the rules of the Exchange, Look does not intend to provide further updates regarding the Transactions.
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 the completion of the Transactions or until the Transactions are abandoned.
All of the terms and conditions of the Transactions are set forth in the Purchase Agreement and the Subscription Agreements, copies of which will be available under Look's profile at www.sedar.com. Additional information regarding the Transactions and the businesses of Look and Sunwave, will be included in an information circular to be prepared by Look in accordance with the policies of the Exchange and applicable securities laws, a copy of which will also be available under Look's profile at www.sedar.com.
Look continues to vigorously pursue recovery of the approximately $20 million of sale awards paid in 2009 pursuant to the statement of claim issued by Look in July, 2011 and CBCA motion materials filed in August, 2011.
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 information circular to be prepared in connection with the Transactions, 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