iLOOKABOUT Corp. (TSXV: ILA) (“
ILA” or the
“Corporation”) announced that, further to the
press release issued April 2, 2019 regarding the signing of a
letter agreement between ILA and StableView Asset Management Inc.
(“
StableView”), on June 11, 2019, StableView
obtained an order of the Court of Queen’s Bench of Alberta (the
“
Court”) pursuant to section 241(3) of the
Bankruptcy and Insolvency Act appointing Hardie & Kelly Inc. as
receiver and receiver and manager (the “
Receiver”)
over the assets, properties and undertakings of Clarocity
Corporation.
ILA is in the process of negotiating and intends
to enter into an assignment of debt and security agreement (the
“Assignment Agreement”) with Stableview, as lender
representative under certain convertible debentures issued by
Clarocity Corporation (the “Clarocity Debentures”)
providing for the transfer and assignment to ILA of the
indebtedness owing under the Clarocity Debentures and all security
issued in connection therewith (the “Assigned Debt and
Security”). ILA is also in the process of negotiating and
intends to concurrently enter into a purchase and sale agreement
(“Purchase and Sale Agreement”) with the Receiver
providing for the acquisition by ILA of certain assets of Clarocity
Corporation, including 100% of the issued and outstanding common
stock of Clarocity Inc. in exchange for, among other things, the
credit bid reduction and extinguishment of the Assigned Debt and
Security and all debts owing to ILA by Clarocity Corporation under
the promissory note previously issued in favour of ILA (the
“Promissory Note”). The Receiver intends to apply
to the Court for approval of the Purchase and Sale Agreement on
June 19, 2019. The transactions contemplated by the Assignment
Agreement and the Purchase and Sale Agreement, if and when
executed, are referred to herein as the “Proposed
Transaction”.
Subject to finalization and execution of the
Assignment Agreement and subject to the terms and conditions
thereof, the Assigned Debt and Security will be assigned to ILA in
consideration of:
- 23,000,000 common shares of ILA (“Common
Shares”);
- 19,000,000 warrants to purchase Common Shares each exercisable
into a single Common Share, 14,000,000 of which warrants has a term
of three years and 5,000,000 of which warrants has a term of
eighteen months (“Consideration Warrants”)
(10,000,000 of the warrants with a term of three years shall have
an exercise price of $0.20 per share, 4,000,000 of the warrants
with a term of three years shall have an exercise price of $0.30
per share, and 5,000,000 of the warrants with the term of eighteen
months shall have an exercise price of $0.25 per share);
and
- Convertible debentures in an aggregate principal amount of
$8,700,000.00 (“Consideration Debentures” together
with the Common Shares and the Consideration Warrants, the
“Consideration Securities”), which shall have a
three year maturity date (extendable for an additional one year
term at the option of ILA and subject to regulatory approvals) and
be payable at the election of ILA, in either cash or common shares
of ILA to 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 TSXV. ILA will have the option to redeem up to
$4,000,000.00 of the convertible debentures in cash at any time.
The holders of convertible debentures will have the right to
convert at any time a minimum amount owing under the convertible
debentures into common shares of ILA at a conversion price of $0.30
per Common Share.
The Proposed Transaction will be subject to a
number of conditions precedent, including, but not limited to,
Court approval of the Purchase and Sale Agreement, approval by the
TSXV, approval by greater than 50% of the votes cast by the
shareholders of ILA, and compliance with applicable securities
laws.
The securities 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 iLOOKABOUT
ILA is a software, data analytics, data
aggregation and visual intelligence company focused on real
property. ILA primarily serves the property assessment, property
taxation, municipal, insurance, and appraisal sectors, both public
and private, in North America. ILA 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. ILA 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.
Cautionary Note
As noted above, completion of the Proposed
Transaction is subject to a number of conditions, including but not
limited to, Court approval of the Purchase and Sale Agreement, 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 the Receiver will be able to obtain Court approval
of the Purchase and Sale Agreement or that ILA will be able to
obtain all requisite approvals for the Proposed Transaction,
including any necessary exchange approval, approval of ILA’s
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 ILA 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 ILA’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. ILA 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. ILA 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.
For further information:
Visit www.ilookabout.com or contact: Gary
Yeoman, CEO, iLOOKABOUT Corp, 416-347-7707,
gary.yeoman@ilookabout.com.
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