ILA ILookabout Corp

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:

1. 23,000,000 common shares of ILA (“Common Shares”); 
2. 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 
3. 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.