iLOOKABOUT Announces Closing of $8 Million Private Placement
28 Setembro 2020 - 9:45AM
iLOOKABOUT Corp. (TSXV:ILA; OTCQB:ILATF) (“ILA” or “the Company”)
today announced that, further to the Company's news release issued
on September 16, 2020, the Company has closed its non-brokered
private placement (the “Private Placement”) of units of the
Company, for aggregate gross proceeds of approximately $8,000,000.
The Private Placement was completed in two tranches.
The first tranche (the “Tranche A”) relied on
the “part and parcel exception” with respect to pricing. Under
Tranche A, the Company issued 46,648,200 units (the “A-Units”) at a
price of $0.15 per A-Unit, for gross proceeds of $6,997,230. Each
A-Unit is composed of one common share of the Company and one-half
common share purchase warrant (the “A-Warrants”). Each full
A-Warrant entitles the holder thereof to acquire one common share
of the Company at a price of $0.25 for a period of 12 months
following the closing of the Private Placement. Net proceeds of
Tranche A will be used to fund the cash consideration with respect
to the acquisition of the assets of Starcap Marketing, LLC (d.b.a.
Apex Software) as disclosed in the Company’s news release dated
September 16, 2020 (the “Transaction”).
The second tranche (the “Tranche B”) did not
rely on the “part and parcel exception” with respect to pricing.
Under Tranche B, the Company issued 4,262,760 units (the “B-Units”)
at a price of $0.23 per B-Unit, for gross proceeds of $980,434.
Each B-Unit is composed of one common share of the Company and one
common share purchase warrant (the “B-Warrants”). Each full
B-Warrant entitles the holder thereof to acquire one common share
of the Company at a price of $0.30 for a period of 12 months
following the closing of the Private Placement. Net proceeds of
Tranche B will be used to fund strategic initiatives and for
general corporate and working capital purposes.
In connection with the Private Placement, the
Company paid cash finder fees in an aggregate amount of $206,560 to
Leede Jones Gable Inc., Integral Wealth Securities Limited, and
Canaccord Genuity Corp., representing 5.0% of the proceeds from
certain subscriptions of A-Units and B-Units sourced by such
finders.
The A-Units and B-Units issued under the Private
Placement shall be subject to a restrictive hold period of four
months and one day from the date of issuance. The Company has
received conditional acceptance of the Private Placement from the
TSX Venture Exchange, but it remains subject to the TSXV's final
approval.
Peter Hyde, a director of the Company,
indirectly subscribed for 2,900,000 A-Units and 282,609 B-Units
under the Private Placement on the same terms as arm's length
investors. The participation of Mr. Hyde in the Private Placement
constitutes a "related party transaction" for the purposes of
Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company is
exempt from the requirements to obtain a formal valuation or
minority shareholder approval in connection with the Private
Placement under Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as
neither the fair market value of the securities issued to Mr. Hyde
nor the fair market value of the consideration for the securities
issued to Mr. Hyde exceeds 25% of the Company's market
capitalization as calculated in accordance with MI 61-101. The
Company did not file a material change report more than 21 days
before the expected closing date of the Private Placement as the
aforementioned insider participation had not been confirmed at that
time and the Company wished to close the Private Placement as
expeditiously as possible.
All amounts referenced herein are in Canadian
dollars.
About ILA
ILA is a transformational data analytics
organization that provides transparency to the valuation of real
estate assets. ILA is a real estate valuation platform with
technologies that leverage the power of data designed to address
today's dynamic real estate valuation market. Our proprietary
innovative platform provides software and data licenses and
technology managed services to the real estate industry, serving
primarily the property lending and property tax sectors, both
public and private, in the United States (“US”) and Canada.
Accurate data and property valuations form the basis for our
clients to value assets, fund loans, securitize portfolios and to
analyze and update property tax assessments. As a fully integrated
valuation technology company, we are setting new standards in real
estate valuation quality and reliability. ILA is a brand built on
innovation, execution, accuracy, industry expertise and
forward-looking products and services.
ILA’s common shares are traded on the TSX
Venture Exchange under the symbol ILA and in the US on the OTCQB
under the symbol ILATF.
About Apex
Apex provides real property sketching solutions
leveraging it’s industry leading proprietary software, database and
professional services, which includes developing real estate
sketching and modeling software, providing real estate sketch
aggregation, sketch conversion, sketch verification, sketch
modification, sketch analysis and software maintenance services on
a global basis to the property assessment, appraisal and insurance
industries within North America.Cautionary Note
Completion of the Transaction and the Offering
are subject to a number of conditions, including but not limited
to, any necessary stock exchange acceptance. The Transaction and
Offering cannot close until the required approvals are obtained.
There can be no assurance that the Transaction and/or the Offering
will be completed as proposed or at all. Investors are cautioned
that any information released or received with respect to the
Transaction and Offering may not be accurate or complete and should
not be relied upon. 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 Information:
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, including in respect of the use
of proceeds of the Private Placement. 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. 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. 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.
Contact:
Gary Yeoman, CEO
gary.yeoman@ilookabout.com
416-347-7707
www.ilookabout.com
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