THIS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, April 02, 2019 (GLOBE NEWSWIRE) -- iLOOKABOUT Corp. (TSXV: ILA) (“ILA”) today announced the termination of the non-binding term sheet with Clarocity Corporation (TSXV: CLY; OTCQB: CLRYF) (“Clarocity”) and StableView Asset Management Inc. (“StableView”), as detailed in ILA’s previously issued press release dated November 16th, 2018. StableView, as the principal holder of debentures and the lender representative under the several trust indentures, intends to begin enforcement proceedings of its debentures to enforce the security underlying the operating assets. As a result, ILA and StableView have signed a letter agreement for the acquisition by ILA of Clarocity’s operating assets which include Clarocity Inc., Valuation Vision Inc. and Clarocity Valuation Services, LLC businesses (the “Proposed Transaction”). The Bridge Loan and Promissory Note provided by ILA to Clarocity will remain in place and outstanding.
“For ILA this continues to be a strategic acquisition for the future growth of ILA. Strategically the acquisition allows ILA to accelerate its growth plan in the US by leveraging Clarocity’s national sales team and cross selling into their tier 1 clients, while fast tracking our innovation agenda with its modern valuation platform,” said Gary Yeoman, CEO of ILA.
As of today, ILA has advanced loans in the amount of CDN$932,000 and USD$600,000 (the “Bridge Loan”) to Clarocity pursuant to a promissory note issued by Clarocity (the “Promissory Note”), which Bridge Loan has been used by Clarocity to reduce Clarocity’s working capital deficiency which remains in place and outstanding. The Bridge Loan is senior, secured, and payable on demand. The Bridge Loan ranks in priority to Clarocity’s existing secured debentures, but ILA has agreed to certain enforcement-related standstills in favour of the existing secured debentures.
The Proposed Transaction is subject to a number of conditions precedent, including, but not limited to execution of a definitive agreement and the receipt of all necessary shareholder, board, regulatory and third party approvals.
The consideration for the Proposed Transaction, is the same as previously described in the press release of ILA dated November 16, 2018, except the consideration shall all be paid directly to the debenture holders.
The exclusivity agreement between ILA, Clarocity and StableView will continue to be in place while working towards closing the Proposed Transaction.
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.
About iLOOKABOUT
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.
Cautionary Note
As noted above, completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, any necessary stock exchange acceptance and shareholder approval. The Proposed Transaction cannot close until the required approvals are obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release. 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 Statements
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. 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. Important factors that could cause actual results to differ materially from those indicated or implied by forward-looking statements and information include the lack of assurance that due diligence will be satisfactory to ILA or that ILA and StableView will be able to come to a negotiated agreement on the final terms of the Proposed Transaction or that the Bridge Loan will be repaid on the terms provided or at all. In addition, there is no assurance that ILA will obtain all requisite approvals for the Proposed Transaction, including any necessary exchange approval, approval of ILA’s securityholders, and any such approvals may be conditional upon amendments to the terms of the Proposed Transaction. 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.
Forward-looking statements in this news release also include financial and business prospects, as well as statements regarding ILA’s future plans, objectives or economic performance and financial outlooks. Such statements are subject to risk factors associated with the real estate industry and the overall economy in both Canada and the United States. Forward-looking information in this press release, includes, among other things, information relating to growth acceleration, deepening market penetration for technology and future revenue growth. ILA believes that the expectations reflected in this news release are reasonable but actual results may be affected by a variety of variables and may be materially different from the results or events predicted in the forward-looking statements. Readers are therefore cautioned not to place undue reliance on these forward-looking statements. In evaluating forward-looking statements readers should consider the risk factors which could cause actual results or events to differ materially from those indicated by such forward-looking statements.
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.
For further information: Visit www.ilookabout.com or contact: Gary Yeoman, CEO, iLOOKABOUT Corp, 416-347-7707, .
