World News: 12:43 GMT Friday 12th July 2019. [iLOOKABOUT Corp. via Globe Newswire via SPi World News]
TORONTO, July 12, 2019 (GLOBE NEWSWIRE) -- iLOOKABOUT Corp. (TSXV: ILA; OTCQB: ILATF) (“” or the) announced that, further to the press release issued June 13, 2019 updating ILA’s proposed transaction with Clarocity Corporation (“”), ILA has entered into a purchase and sale agreement (“”) with Hardie & Kelly Inc. (the “”) in its capacity as the receiver, without security, over the assets, properties and undertakings of Clarocity, providing for the acquisition by ILA of certain assets of Clarocity, including 100% of the issued and outstanding common stock of Clarocity Inc. (the “”) 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 under the Promissory Note (defined below). Further to the above, ILA has concurrently entered into an assignment of debt and security agreement (the “”) with StableView Asset Management Inc. (“”), as lender representative under certain convertible debentures issued by Clarocity (the “”) providing for the transfer and assignment of the Assigned Debt and Security to ILA and all security issued in connection therewith (the “”) 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 “”.
On June 11, 2019, StableView obtained an order of the Court of Queen’s Bench of Alberta (the “”) pursuant to section 241(3) of the appointing the Receiver as the receiver and receiver and manager over the assets, properties and undertakings of Clarocity (the “”).
“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, CEO and Chairman of ILA. “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 US and Canada.”
The Receiver has sought and received Court approval of the Purchase and Sale Agreement and a vesting of all of the Purchased Assets to ILA upon closing. In consideration for the purchase, ILA 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) (collectively, the “”).
Pursuant to the Assignment Agreement, the Assigned Debt and Security will be assigned to ILA in consideration of:
As a condition to closing of the Proposed Transaction, StableView shall enter into a standstill agreement (the “”) for the benefit of ILA 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 two and a fifth percent (2.2%) of the average daily trading volume of Common Shares on any applicable securities exchange for the five (5) preceding trading days, ii) sell a number of Common Shares greater than five and a half percent (5.5%) 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 five and a half percent (5.5%) 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 twenty-five percent (25%) 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 take-over 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.
ILA had previously advanced loans in the amount of $2,029,000.00 (the “”) to Clarocity pursuant to a promissory note issued by Clarocity (the “”), 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. ILA will release and extinguish the Bridge Loan and the Promissory Note upon the closing of the Proposed Transaction.
The Proposed Transaction is subject to a number of conditions precedent, including, but is not limited to the following:
Pursuant to the requirements of the TSXV, the Corporation has obtained the written consent to the Proposed Transaction from shareholders holding greater than 50% 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.
The securities offered 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.
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.
For further information:
Visit www.ilookabout.com or contact: Gary Yeoman, CEO, iLOOKABOUT Corp, 416-347-7707, firstname.lastname@example.org.
Globe Newswire: 12:43 GMT Friday 12th July 2019
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