THIS RELEASE IS NOT FOR DISTRIBUTION TO
UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
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, gary.yeoman@ilookabout.com.
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