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or Name
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iLookabout Corp
Symbol ILA
Shares Issued 85,011,784
Close 2019-06-13 C$ 0.19
Market Cap C$ 16,152,239
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iLookabout provides details of Clarocity asset purchase

2019-06-13 09:55 ET - News Release

Mr. Gary Yeoman reports

ILOOKABOUT PROVIDES UPDATE TO TRANSACTION REGARDING CLAROCITY CORPORATION

On April 2, 2019, iLookabout Corp. signed a letter agreement with StableView Asset Management Inc. On June 11, 2019, StableView obtained an order of the Court of Queen's Bench of Alberta, pursuant to Section 241(3) of the Bankruptcy and Insolvency Act, appointing Hardie & Kelly Inc. as receiver and manager over the assets, properties and undertakings of Clarocity Corp.

iLookabout is in the process of negotiating, and intends to enter into, an assignment of debt and security agreement with Stableview, as lender representative under certain convertible debentures issued by Clarocity providing for the transfer and assignment to iLookabout of the indebtedness owing under the Clarocity debentures and all security issued in connection therewith. iLookabout is also in the process of negotiating, and intends to concurrently enter into, a purchase and sale agreement with the receiver providing for the acquisition by iLookabout of certain assets of Clarocity, including 100 per cent 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 iLookabout by Clarocity under the promissory note previously issued in favour of iLookabout. 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 iLookabout in consideration of:

  1. 23 million common shares of iLookabout;
  2. 19 million warrants to purchase common shares each exercisable into a single common share, 14 million of which have a term of three years and five million of which have a term of 18 months (10 million of the warrants with a term of three years shall have an exercise price of 20 cents per share, four million of the warrants with a term of three years shall have an exercise price of 30 cents per share and five million of the warrants with the term of 18 months shall have an exercise price of 25 cents per share);
  3. Convertible debentures in an aggregate principal amount of $8.7-million, which shall have a three-year maturity date (extendable for an additional one-year term at the option of iLookabout and subject to regulatory approvals) and be payable at the election of iLookabout in either cash or common shares of iLookabout to be issued at the greater of (a) a 10-per-cent discount to the 20-day volume-weighted average price at such time; and (b) the lowest price per share permitted by the TSX Venture Exchange. iLookabout will have the option to redeem up to $4-million 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 iLookabout at a conversion price of 30 cents 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 TSX-V, approval by greater than 50 per cent of the votes cast by the shareholders of iLookabout, and compliance with applicable securities laws.

About iLookabout Corp.

iLookabout is a software, data analytics, data aggregation and visual-intelligence company focused on real property. iLookabout 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.

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