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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.
Cautionary Statements
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.