THIS RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
iLOOKABOUT Corp. (TSXV:ILA) (“iLOOKABOUT” or “the Company”) today
announced the signing of a non-binding term sheet with Clarocity
Corporation (TSXV: CLY; OTCQB:CLRYF)
(“
Clarocity”), and StableView Asset Management
Inc. (“
StableView”) for the acquisition by
iLOOKABOUT of Clarocity assets which include Valuation Vision Inc.
and Clarocity Valuation Services, LLC businesses (the
“
Proposed Transaction”).
“For iLOOKABOUT this is both a strategic and an
accretive acquisition opportunity. Strategically the acquisition
would launch our North American platform and enable iLOOKABOUT to
cross-sell our existing products throughout the US and to
Clarocity’s tier 1 clients. Our growth strategy is focused on the
US and this acquisition is expected to accelerate our strategy in
an accretive way for our shareholders”, said Gary Yeoman, CEO of
iLOOKABOUT.
“We are pleased that we have found a great
partner in iLOOKABOUT with a transaction where we were able to
preserve value and momentum in the market place. Clarocity’s
management fully ascribe to the long term vision of iLOOKABOUT and
we are looking forward to join iLOOKABOUT’s management team,” said
Shane Copeland, CEO of Clarocity. “Gary is a well-known and a
proven entity. iLOOKABOUT’s management team have deep
industry experience that we believe is incredibly complimentary to
what we have built at Clarocity” he continued.
Concurrent with the execution of the Term Sheet,
iLOOKABOUT has advanced a loan in the amount of $700,000 (the
“Deposit”) to Clarocity pursuant to a promissory
note issued by Clarocity (the “Promissory Note”),
which Deposit will be used by Clarocity to reduce Clarocity’s
working capital deficiency. In addition, iLOOKABOUT will make
loans to Clarocity to fund the operational net cash flow shortfall
of Clarocity commencing on execution of the Promissory Note in an
amount of up to US$200,000 per month to a maximum of US$800,000 in
aggregate (the “Cash Flow Payments”). The
Deposit and the Cash Flow Payments are senior, secured,
non-interest bearing and payable on demand. The Deposit and
Cash Flow Payments will rank in priority to Clarocity’s existing
secured debentures, but iLOOKABOUT has agreed to certain
enforcement-related standstills in favour of the existing secured
debentures.
The Proposed Transaction is subject to a number
of conditions precedent, including, but not limited to execution of
a definitive agreement, the receipt of all necessary shareholder,
board, regulatory and third party approvals and the satisfactory
completion of due diligence by iLOOKABOUT.
As consideration for the Proposed Transaction,
iLOOKABOUT will issue the following securities to Clarocity:
(a) |
|
convertible debentures
(“Convertible Debentures”) in the aggregate principal amount of
$8,700,000. The maturity date of the Convertible Debentures
will be 3 years following issuance (the “Maturity Date”).
Outstanding principal at the Maturity Date will be payable, at the
option of iLOOKABOUT, in cash or (subject to the receipt of any
necessary regulatory approvals) common shares of iLOOKABOUT.
Any common shares issued by iLOOKABOUT will be issued at the
greater of (a) a 10% discount to the 20-day VWAP at such time; and
(b) the lowest price per share permitted by the exchange.
iLOOKABOUT will have the option to redeem up to $4,000,000 of the
Convertible Debentures in cash at any time. Redemption of
amounts greater than $4,000,000 will require StableView’s prior
written approval. The holders of Convertible Debentures will have
the right to convert at any time any amounts owing under the
Convertible Debentures into common shares of iLOOKABOUT at a
conversion price of $0.30 per share, however, StableView shall be
restricted from exercising its conversion rights to the extent that
any proposed conversion would result in it owning more than 25% of
the outstanding iLOOKABOUT common shares following such conversion
on a non diluted basis. Interest will accrue, but only be
payable in fiscal years during which the operating assets are
generating positive operating cash flow and net profit.
Interest will accrue at the followings rates: 0% for fiscal year
2019; 3% for fiscal year 2020; and 6% for fiscal year 2021; |
|
|
|
(b) |
|
26,000,000 common shares of iLOOKABOUT; and |
|
|
|
(c) |
|
17,000,000 common share purchase warrants, with each warrant being
exercisable into one common share of ILA. 10,000,000 of the
warrants will have an exercise price of $0.20 per share; 4,000,000
will have an exercise price of $0.30 per share and 3,000,000 will
have an exercise price of $0.35 per share. The warrants will
have a term of three years. |
Concurrent with the execution of the Term Sheet,
iLOOKABOUT, Clarocity and StableView entered into an exclusivity
agreement providing that until the earlier of: (a) April 12, 2019;
and (b) demand by iLOOKABOUT of repayment of the Deposit and Cash
Flow Payments, the parties will work exclusively toward completion
of the Proposed Transaction.
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration or an exemption from the
registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of the securities in any State in which such
offer, solicitation or sale would be unlawful.
About iLOOKABOUTiLOOKABOUT is a
software, data analytics, data aggregation and visual intelligence
company focused on real property. The Company primarily serves the
property assessment, property taxation, municipal, insurance, and
appraisal sectors, both public and private, in North America.
iLOOKABOUT provides powerful data analytics to the real estate
industry through its Real Property Tax Analytics software offering.
The Company’s proprietary StreetScape imagery and real property
focused web- based application, GeoViewPort unifies property
related data and enables desktop review of properties. iLOOKABOUT
has integrated analytics and workflow management applications into
GeoViewPort which create highly valued service offerings for its
clients. To augment its technology-based offerings, the Company
provides real estate consulting services, with a focus on the
Property Tax and Valuation sectors.
About ClarocityClarocity
Corporation provides real estate valuation solutions and platform
technologies designed to address today’s dynamic housing market.
Our innovative platform is driving the next-generation of valuation
solutions such as MarketValue Pro (MVP) and BPOMerge and setting
new standards in real estate valuation quality and reliability.
Every day GSE, banking, and investor clients rely on our
proprietary solutions to value assets, fund loans, and securitize
portfolios. As a fully integrated technology and valuation services
company, Clarocity provides a full spectrum of appraisal and
alternative valuation solutions.
Cautionary Note
As noted above, completion of the Proposed
Transaction is subject to a number of conditions, including but not
limited to, any necessary stock exchange acceptance and shareholder
approval. The Proposed Transaction cannot close until the required
approvals are obtained. There can be no assurance that the Proposed
Transaction will be completed as proposed or at all.
Investors are cautioned that any information
released or received with respect to the Proposed Transaction may
not be accurate or complete and should not be relied upon.
The TSX Venture Exchange has in no way passed
upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press release.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Forward-Looking Statements
This news release contains forward-looking
statements that involve known and unknown risks, uncertainties and
assumptions that may not be realized. These statements relate to
future events or future performance and reflect management’s
current expectations and assumptions which are based on information
currently available to management. There is significant risk that
forward-looking statements will not prove to be accurate. A number
of factors could cause actual results, performance or achievements,
or other future events, to be materially different from any future
results, performance or achievements discussed in the
forward-looking statements. Important factors that could cause
actual results to differ materially from those indicated or implied
by forward-looking statements and information include the lack of
assurance that due diligence will be satisfactory to iLOOKABOUT or
that iLOOKABOUT, Clarocity and StableView will be able to come to a
negotiated agreement on the final terms of the Proposed Transaction
or that the Deposit and Cash Flow Payments will be repaid on the
terms provided or at all. In addition, there is no assurance that
iLOOKABOUT and Clarocity will obtain all requisite approvals for
the Proposed Transaction, including any necessary exchange
approval, approval of their respective securityholders, and any
such approvals may be conditional upon amendments to the terms of
the Proposed Transaction. The inclusion of forward-looking
statements and information should not be regarded as a
representation of iLOOKABOUT or any other person that the
anticipated results will be achieved and investors are cautioned
not to place undue reliance on such information.
Forward-looking statements in this news release
also include financial and business prospects, as well as
statements regarding iLOOKABOUT’s future plans, objectives or
economic performance and financial outlooks. Such statements are
subject to risk factors associated with the real estate industry
and the overall economy in both Canada and the United States.
Forward-looking information in this press release, includes, among
other things, information relating to growth acceleration,
deepening market penetration for technology and future revenue
growth. iLOOKABOUT believes that the expectations reflected in this
news release are reasonable but actual results may be affected by a
variety of variables and may be materially different from the
results or events predicted in the forward-looking statements.
Readers are therefore cautioned not to place undue reliance on
these forward-looking statements. In evaluating forward-looking
statements readers should consider the risk factors which could
cause actual results or events to differ materially from those
indicated by such forward-looking statements.
These forward-looking statements are made as of
the date of this news release and, accordingly, are subject to
change after such date. iLOOKABOUT does not assume any obligation
to update or revise this information to reflect new events or
circumstances except as required in accordance with applicable
laws.
Contact:
Mr. Gary Yeoman, CEO
gary.yeoman@ilookabout.com
1-416-347-7707
www.ilookabout.com
ILookabout (TSXV:ILA)
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ILookabout (TSXV:ILA)
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