Berkeley Capital Corp. I: Update on Proposed Qualifying Transaction
23 2월 2008 - 3:23AM
Marketwired
TORONTO, ONTARIO ("Berkeley"), a capital pool company, is
pleased to provide the following update on its proposed
amalgamation with iLOOKABOUT Holdings Inc. ("iLOOKABOUT"). On
February 21, 2008, Berkeley entered into a business combination
agreement with iLOOKABOUT providing for the amalgamation of
Berkeley and iLOOKABOUT to form a new corporation to be called
iLOOKABOUT Corp. If completed, the amalgamation will constitute
Berkeley's qualifying transaction (the "Qualifying Transaction"),
subject to the approval of the TSX Venture Exchange Inc. (the
"Exchange"). The proposed Qualifying Transaction was originally
announced by Berkeley in a detailed press release dated October 5,
2007. Among other conditions, the Qualifying Transaction is subject
to the parties successfully negotiating and entering into a
definitive business combination agreement and the completion of an
arm's length financing by iLOOKABOUT of a minimum of $5
million.
Berkeley is pleased to also announce that on February 21, 2008,
iLOOKABOUT completed a private placement financing in aggregate of
approximately $5.1 million pursuant to a brokered offering in
certain provinces of Canada and certain other jurisdictions (the
"Financing"). The proceeds of the Financing are being held in
escrow with Equity Transfer & Trust Company pending the
satisfaction of all conditions precedent to the completion of the
proposed Qualifying Transaction including, without limitation,
receipt of conditional approval of the proposed Qualifying
Transaction from the Exchange. Blackmont Capital Inc., Jacob &
Company Securities Inc. and MGI Securities Inc. acted as
iLOOKABOUT's agents with respect to the Financing.
Information Concerning iLOOKABOUT
iLOOKABOUT is a global mapping and visual data intelligence
company offering high resolution, panoramic street-level images
embedded with latitude and longitude coordinates. These images can
be accessed quickly and easily by customers in a searchable
database of geo-coded street-level images. Target customers include
government (municipalities, cities, etc.) real estate boards,
insurance companies, tourism/retail companies, utilities, emergency
services and 3rd party service providers who target these
customers.
The proceeds of the Financing will be used to pursue growth
opportunities through additional image-data capture, increased
sales and marketing and for general corporate and working capital
purposes.
Valuation of iLOOKABOUT
Pursuant to the agreement in principal between Berkeley and
iLOOKABOUT, the final value to be ascribed to iLOOKABOUT was
subject to final determination. This determination was to be based
in the context of the market through the Financing. Based on the
completion of the Financing, Berkeley and iLOOKABOUT have agreed
that the value to be ascribed to iLOOKABOUT, on a pre-money basis
prior to the completion of the Financing, will be $22,605,216, and
that the value to be ascribed to Berkeley is $1,916,666.
Assuming the completion of the Financing and the Qualifying
Transaction, current Berkeley shareholders, current iLOOKABOUT
shareholders and purchasers pursuant to the Financing will hold
approximately 6.2%, 75.0% and 18.8%, respectively, of the common
shares of the resulting issuer following the completion of the
Qualifying Transaction.
Sponsorship
The proposed Qualifying Transaction is subject to the
sponsorship requirements of the Exchange. In connection with the
concurrent brokered Financing, Berkeley has applied to the Exchange
for an exemption from such sponsorship requirements. Berkeley has
not yet received such exemption and if the exemption is not
granted, Berkeley will be required to retain a sponsor. An
exemption from the sponsorship requirements granted by the Exchange
should not be construed as an assurance with respect to the merits
of the transaction or the likelihood of completion of the proposed
Qualifying Transaction.
As noted above, completion of the Qualifying Transaction is
subject to a number of conditions, including, but not limited to,
acceptance by the Exchange and the approval of the shareholders of
each of iLOOKABOUT and Berkeley, including, in the case of
Berkeley, majority of the minority shareholder approval. The
Qualifying Transaction cannot close until the required approvals
have been obtained. There can be no assurance that the Qualifying
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the joint
management information circular of Berkeley and iLOOKABOUT to be
prepared in connection with the proposed Qualifying Transaction,
any information released or received with respect to the proposed
Qualifying Transaction may not be accurate or complete and should
not be relied upon. Trading in the securities of Berkeley should be
considered to be highly speculative.
The TSX Venture Exchange Inc. has not reviewed and does not
accept responsibility for the adequacy or accuracy of this
release.
Contacts: Berkeley Capital Corp. I Brice Scheschuk President
(416) 204-0240 iLOOKABOUT Holdings Inc. Jeff Young President (519)
963-2015
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