09:04:09 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



iLookabout Corp
Symbol ILA
Shares Issued 85,651,784
Close 2019-07-11 C$ 0.19
Market Cap C$ 16,273,839
Recent Sedar Documents

iLookabout to acquire Clarocity assets

2019-07-12 08:45 ET - News Release

Mr. Gary Yeoman reports

ILOOKABOUT ENTERS INTO DEFINITIVE AGREEMENTS TO PURCHASE THE OPERATING ASSETS OF CLAROCITY CORPORATION

Further to the press release issued June 13, 2019, updating iLookabout Corp.'s proposed transaction with Clarocity Corp., the company has entered into a purchase and sale agreement with Hardie & Kelly Inc. in its capacity as the receiver, without security, over the assets, properties and undertakings of Clarocity, 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 (defined below). Further to the above, iLookabout has concurrently entered into an assignment of debt and security agreement with StableView Asset Management Inc. as lender representative under certain convertible debentures issued by Clarocity providing for the transfer and assignment of the assigned debt and security to ILA and all security issued in connection therewith for the purposes of the credit bid. The transactions contemplated by the assignment agreement and the purchase and sale agreement are referred to herein as the proposed transaction.

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 the receiver as the receiver and receiver and manager over the assets, properties and undertakings of Clarocity.

"We couldn't be more excited to add Clarocity's innovative suite of valuation products to the ILA platform. This acquisition is a major milestone for us, in executing on our North American growth strategy while also bringing on an experienced and well-respected management team within the lending community," said Gary Yeoman, chief executive officer and chairman of iLookabout. "The addition of Clarocity's technology assets allows ILA to round out our real estate valuation product offerings for our lending, insurance and property assessment clients both in the U.S. and Canada."

Purchase and sale agreement

The receiver has sought and received court approval of the purchase and sale agreement and a vesting of all of the purchased assets to iLookabout upon closing. In consideration for the purchase, iLookabout will pay or deliver an amount equal to the sum of (a) the amount necessary to satisfy the receiver's charge (as defined in the receivership order); (b) the amount necessary to satisfy any priority liabilities (as defined in the purchase and sale agreement), and (c) the value of the non-cash credit in reduction of the amount of debts owed pursuant to the clarocity debentures and the promissory note (defined below).

Assignment agreement

Pursuant to the assignment agreement, the assigned debt and security will be assigned to the company in consideration of:

  • 23 million common shares of iLookabout;
  • 19 million warrants to purchase common shares of iLookabout; 14 million of such consideration warrants will have a term of three years and be exercisable into a single common share of iLookabout and five million of such consideration warrants to purchase common shares of ILA will have a term of 18 months and be exercisable into a single common share of iLookabout (10 million of the consideration warrants with a term of three years will have an exercise price of 20 cents per common share, four million of the consideration warrants with a term of three years will have an exercise price of 30 cents per common share, and five million of the consideration warrants with the term of 18 months will have an exercise price of 25 cents per common share);
  • 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 same rate as year three 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 the company to be issued at the greater of (a) a 10-per-cent discount to the 20-day VWAP (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. Non-compounding 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 per cent per annum during the period between the date of issuance of the convertible debenture and the one-year anniversary of the issuance date; at a rate of 3 per cent per annum during the period between the first year anniversary of the issuance date and the second year anniversary of the issuance date and at a rate of 6 per cent per annum during the period between the second year anniversary of the issuance date and the third year anniversary of the issuance date.

Standstill agreement

As a condition to closing of the proposed transaction, StableView shall enter into a standstill agreement for the benefit of iLookabout whereby StableView covenants not to and not to allow any of its subsidiaries, affiliates, related parties, joint actors or any of their respective shareholders, directors, employees, partners, representatives or agents to: i) sell, in any single day, a number of common shares greater than 2.2 per cent of the average daily trading volume of common shares on any applicable securities exchange for the five preceding trading days, ii) sell a number of common shares greater than 5.5 per cent of the common shares held by StableView on a non-diluted basis in any calendar quarter, iii) sell a number of common shares greater than 5.5 per cent of the common shares held by StableView on a non-diluted basis to any one person or group of persons acting jointly, each unless with the prior written consent of the corporation. In addition, StableView shall covenant it and none of its subsidiaries, affiliates, related parties, joint actors or any of their respective shareholders, directors, employees, partners, representatives or agents shall: i) acquire any securities (by conversion of securities or otherwise) of the corporation which would result in StableView, alone or together with any subsidiaries, affiliates, related parties or joint actors or any of their respective shareholders, directors, employees, partners, representatives or agents, owning more than 25 per cent of the common shares on a non-diluted basis, ii) engage in the solicitation of proxies with respect to any securities of the corporation, iii) commence a takeover bid of the corporation, iv) attempt to influence control over the corporation, and v) publicly announce, by press release, verbally or otherwise, any intention to transfer in any way, securities of the corporation or to do any of the foregoing, each without the prior written consent of the corporation.

The bridge loan

iLookabout had previously advanced loans in the amount of $2,029,000 to Clarocity pursuant to a promissory note issued by Clarocity, which bridge loan has been used by Clarocity to reduce Clarocity's working capital deficiencies. The bridge loan is senior, secured and payable on demand. The bridge loan ranks in priority to the Clarocity debentures. iLookabout will release and extinguish the bridge loan and the promissory note upon the closing of the proposed transaction.

Proposed transaction

The proposed transaction is subject to a number of conditions precedent, including, but is not limited to the following:

  • The court granting an approval and vesting order approving the purchase and sale agreement by no later than July 10, 2019, which has been satisfied;
  • The approval of the assignment agreement, the purchase and sale agreement, and the transactions contemplated therein by greater than 50 per cent of the votes cast by the shareholders of iLookabout which has been satisfied;
  • The approval of the assignment agreement, the purchase and sale agreement, and the transactions contemplated therein by the TSX-V;
  • The execution by ILA and StableView of the standstill agreement;
  • The continued operation and validity of the receivership order;
  • The representations and warranties of both iLookabout and those of the receiver being accurate as of the closing date of the proposed transaction and all covenants to be performed by each of them have been duly performed prior to or on the closing date;
  • The priority liabilities (as defined in the purchase and sale agreement) being not in excess of $50,000;
  • The receiver having received the purchase price;
  • The consideration securities being issued in compliance with applicable securities laws.

Pursuant to the requirements of the TSX-V, the corporation has obtained the written consent to the proposed transaction from shareholders holding greater than 50 per cent of the issued and outstanding common shares.

The closing of the proposed transaction is expected to occur on or about July 15, 2019, or such other date as may be agreed to by the corporation and the receiver.

About iLookabout Corp.

iLookabout is a software, data analytics, data aggregation and visual intelligence company focused on real property. It primarily serves the property assessment, property taxation, municipal, insurance and appraisal sectors, both public and private, in North America. It 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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