Further to its press releases dated November 2, 2020 and
December 31, 2020, iLOOKABOUT Corp. (TSXV:ILA; OTCQB:ILATF)
(“iLOOKABOUT”, “ILA”, “the Company”, or “the Corporation”) is
pleased to provide an update on timing and additional details
relating to the proposed transaction (the “Acquisition”) with James
E. Albertelli, P.A. (“JEAPA”) and certain of its affiliates
(collectively, “JEA”) for the acquisition by ILA of (i) certain
technology and non-legal assets of JEA (the “JEA Assets”); (ii)
100% of the issued and outstanding stock of Voxtur Technologies,
Inc. (“Voxtur Technologies”); and (iii) 100% of the membership
interests of Bright Line Title, LLC dba Brightline Title
(“Brightline Title”).
Shareholders will be asked to consider and
approve certain matters relating to the Acquisition at the special
meeting of shareholders of ILA scheduled to be held on January 22,
2021, all as more particularly described in the management
information circular of ILA dated December 21, 2020 available on
ILA’s profile at www.sedar.com. In the event such matters are
approved by shareholders, (i) execution of the definitive merger
agreements relating to the acquisition of Voxtur Technologies and
Brightline Title and definitive asset purchase agreement relating
to the acquisition of the JEA Assets; and (ii) closing of the
Acquisition, are each anticipated to occur on or before January 29,
2021.
Prior to the completion of the Acquisition, ILA
expects to amend the authorized capital of the Corporation (the
“Capital Reorganization”) in its articles to create a new class of
non-voting shares (the “Non-Voting Shares”) and, subsequent to
completion of the Acquisition, to change its name to Voxtur
Analytics Corp. (the “Resulting Issuer”).
Pursuant to the terms of the Acquisition, ILA
will:
(i) issue to James Albertelli
(“Albertelli”) and Jonathan Sawyer (“Sawyer”), individually as the
sole equity owners of Brightline Title, and to JEAPA and Svero
Holdings, LLC (collectively, the “JEA Affiliated Entities”), both
of which are wholly owned by Albertelli and Sawyer, as sole equity
owners of Voxtur Technologies, an aggregate of 108,455,631 common
shares (“Shares”) of ILA and 54,227,816 Non-Voting Shares of ILA as
consideration for the transfer to iLOOKABOUT of 100% of the
membership interests of Brightline Title by Albertelli and Sawyer
and 100% of the issued and outstanding stock of Voxtur Technologies
by the JEA Affiliated Entities (“Share Consideration”). The Share
Consideration for the Acquisition has a deemed value of
approximately US$54.7 million (C$73 million) calculated using a
defined value of US$0.34 per share (C$0.45) (using a CAD to USD
conversion rate of 0.7497); and
(ii) make a cash payment (the
“Cash Consideration”) upon closing to JEA in the amount of
approximately US$13.5 million for the transfer of the JEA
Assets.
Each of the JEA Affiliated Entities is owned by
Albertelli and Sawyer in a proportion of 70/30, respectively, which
is equal to the initially contemplated share consideration
distribution among Albertelli and Sawyer previously disclosed by
the Company. The JEA Affiliated Entities are receiving a portion of
the Share Consideration for tax planning purposes.
The Cash Consideration will be satisfied through
a new acquisition credit facility (the “Credit Facility”) of
approximately US$18,500,000 from a Schedule 1 Canadian bank to be
implemented by the Corporation prior to completion of the
Acquisition. The balance of the Credit Facility will be used to
fund the operations of Brightline Title. The Credit Facility will
be given on the following terms: (i) pricing will be set at prime
interest rate plus 4.0% per annum; (ii) the Corporation will pay
interest only for the first six months of the term, and thereafter
interest and principal which will amortize over 54 months with the
following amortization schedule: month 7-12: at a rate of 11%,
month 13-24: at a rate of 22%, month 25-36: at a rate of 22%, month
37-48: at a rate of 22% and month 49-60: at a rate of 22%; (iii)
the Corporation may, at its discretion, repay the balance of
acquisition credit facility in whole or in part at any time after
eighteen (18) months following the closing date without penalty or
obligation for future interest payments otherwise payable had
acquisition credit facility not been repaid; and (iv) the maturity
date of the acquisition credit facility will be on the fifth
anniversary of the closing date of the Acquisition.
The Acquisition is subject to a number of
conditions precedent, including without limitation: (i) execution
of the definitive merger agreements and definitive asset purchase
agreement; (ii) receipt of all necessary shareholder, board,
regulatory and third-party approvals; (iii) receipt by the
Corporation of a firm commitment for the Credit Facility to fund
the Cash Consideration; and (iv) the satisfactory completion of due
diligence by the Corporation. As part of the due diligence, the
board of directors has engaged Duff & Phelps Canada Limited
(“Duff & Phelps”) to prepare an independent valuation of the
shares and assets contemplated for inclusion in the Acquisition, as
well as other financial analyses pertaining to the Acquisition. The
Acquisition is an arm’s length transaction and does not require
financing other than the Credit Facility required to fund the Cash
Consideration. No deposits have been paid and no commissions or
finder’s fee will be paid upon the closing of the Acquisition. No
sponsor has been retained by the Company in relation to the
Acquisition.The following table represents the impact of the
Acquisition on the issued share capital of the Corporation assuming
approval of the Capital Reorganization is obtained and completion
of the Acquisition:
Total Shares Outstanding(% of Total
Outstanding Securities) |
Total Non-Voting Shares Outstanding (% of Total Outstanding
Securities) |
Total Outstanding Securities |
272,445,754(1) (83.40%) |
54,227,816(16.60%) |
326,673,570(1) |
(1) Based on 163,990,123 Shares issued and
outstanding as of December 18, 2020 and assuming no exercise of
outstanding convertible securities of the
Corporation.
The following table provides a breakdown of the
aggregate Share Consideration to be provided to Albertelli, Sawyer
and the JEA Affiliated Entities assuming approval of the Capital
Reorganization and completion of the Acquisition:
Aggregate Number of Shares issuable to Albertelli, Sawyer
and the JEA Affiliated Entities pursuant to the
Acquisition |
Number of Non-Voting Shares issuable to Albertelli, Sawyer
and the JEA Affiliated Entities pursuant to the
Acquisition |
Total Number of Outstanding Securities
(Percent of Issued and Outstanding
Securities)(1) |
108,455,631 |
54,227,816 |
162,683,447 (49.8)% |
(1) Based on 163,990,123 Shares issued and
outstanding as of December 18, 2020 and assuming no exercise of
outstanding convertible securities of the
Corporation. To the knowledge of the Corporation,
Albertelli, Sawyer and the JEA Affiliated Entities, and their
associates and affiliates, do not currently beneficially own or
control, directly or indirectly, any Shares.
Voxtur Technologies
Voxtur Technologies provides real estate
technology ranging from automated aggregation of property and real
estate lending data and origination processes to AI-enhanced legal
processes. Voxtur Technologies provides diversified product
offerings incorporating both native and non-native
technologies to investors, institutional lenders, mortgage
servicers and secondary market participants. It owns a proprietary
technology platform called InfoEx, which leverages AI to ingest and
process data for whole loan trading due diligence, loan origination
and loan default processes used by mortgage banks and servicers
throughout the U.S. The InfoEx platform also contains a proprietary
database which is used by mortgage originators to order and receive
title insurance, title alternatives and valuation products. These
offerings are enhanced by the provision of corresponding
professional services intended to assist clients with the
implementation and strategic application of the products and
services provided by Voxtur Technologies.
The technology platforms of iLOOKABOUT and
Voxtur Technologies are complementary, and both entities have a
shared vision to disrupt the real estate lending industry by
automating and simplifying complex processes used today. The
combination of the technologies will create a unique value
proposition for mortgage lenders, servicers and investors, moving
iLOOKABOUT closer to a digital reality that increases returns for
investors and lowers costs for consumers.
The Acquisition is expected to expand overall
revenue growth of iLOOKABOUT’s existing U.S. entities through
diversification of available product offerings, increased financial
strength to meet prospective client minimum procurement
requirements, expansion of sales reach, improved capacity in
platform and product development resources and balanced
capabilities in both lending (mortgage) origination and default
lending cycles. The combination of these factors is expected to
create opportunities for new business and an expansion of existing
business through cross-selling opportunities to existing clients of
both entities. There are a number of natural synergies between the
current and targeted client bases, with a core philosophy focused
on modernization of lender technology services, complementary
technical and human capabilities and similar corporate culture
which should result in opportunities for significant growth for
iLOOKABOUT and its shareholders.
Voxtur Technologies will
have a 25-year contract (with an automatic
renewal) with JEA to provide certain non-legal
mortgage default processing services.
Brightline Title
Using advanced business intelligence
technologies, Brightline Title offers nationwide title, escrow and
settlement services with a focus on security and
compliance and underpinned by deep expertise and
industry-leading technology. Brightline Title is the
successor-in-interest to the title and closing practice started by
JEA more than 20 years ago. Brightline Title does not operate
outside of the real estate market. Adding the title products and
settlement services offered by Brightline Title to the existing
iLOOKABOUT suite of product offerings, including the valuation
products offered by Clarocity, creates broader sales and marketing
opportunities and allows for vendor consolidation by clients. In
addition, the combination of entities and offerings allows
leadership to leverage the experience and expertise contained
within both organizations in order to maximize efficiencies and
talent utilization. This combination also allows for economies of
scale with respect to software development and data acquisition,
and increased market share due to cross-selling opportunities. The
realization of these benefits will lead to material increases in
revenue and profit for iLOOKABOUT and its shareholders.
The primary assets to be transferred include the
workforce in place currently dedicated to the non-legal processing
of residential real estate foreclosures, bankruptcies and other
default-related matters, as well as the know-how and unique
processes utilized in such processing. In addition, valuable
customer-based intangibles will be transferred, including certain
client lists, client contracts, client relationships and
opportunities in the market. Through this acquisition, Voxtur
Technologies and Brightline Title will have the ability to leverage
the assets in order to cross-sell, expand the client base and
increase market share.
The following table contains certain select
consolidated unaudited financial information relating to the JEA
Assets, Voxtur Technologies and Brightline Title as at and for the
Nine Months Ended September 30, 2020 (in
CAD)(1).
Total Assets |
7,776,637 |
|
Total liabilities2 |
2,819,865 |
|
Shareholders' Equity |
4,956,772 |
|
Total liabilities and Shareholders' Equity |
7,776,637 |
|
Revenue |
30,536,973 |
|
Comprehensive net income (loss) for the period |
(3,107,987) |
|
Notes:(1) Amounts initially presented in USD
have been converted to CAD at a rate of 1.3339.(2) Presented as
post close, with the Company having assumed US$18.5 million of long
term debt.
Proposed Board of Directors and Senior
Management of the Resulting IssuerUpon closing of the
Acquisition, it is expected that: (i) Albertelli will be named CEO
of U.S. operations (“iLOOKABOUT U.S.”), a wholly-owned subsidiary
of the Corporation, and President of the Corporation; and (ii)
certain key executives of JEA will be offered employment with
iLOOKABOUT U.S. for the roles of Chief Financial Officer and Chief
Legal Officer. In addition, the Corporation has received
irrevocable resignations from Phillip Millar, Jeff Hack and Jeff
Young, who have agreed to resign as directors of the Corporation
immediately prior to the closing time of the Acquisition to
accommodate the appointment of Albertelli, Michael Harris and
Joseph Murin as directors of the Corporation. Immediately upon
completion of the Acquisition, John C. Drake, James Kelsey, Allan
Bezanson, Gary Yeoman, James E. Albertelli, Michael Harris, Gerry
Quinn, Joseph Murin and Peter Hyde are expected to be the nine (9)
directors comprising the board of directors of the Corporation, to
hold office until the earlier of the next annual meeting of
shareholders of the Corporation or their earlier departure from the
board. The following sets out the persons who are expected to be
directors and senior officers of the Resulting Issuer following the
completion of the Acquisition:
Gary Yeoman, Director, Chair of the
Board and CEO (current)
Gary joined ILA in 2013, providing strategic
leadership as ILA’s Chairman. In December 2017, Gary took on the
additional role as CEO. Prior to joining ILA, Gary founded and
served as CEO of Altus Group (TSX: AIF), a real estate software,
data and analytics company. He led Altus through an IPO in 2005 and
a 7-year growth period during which the company realized a 333%
increase in revenues from $75M to approximately $325M. Gary
currently holds a fellowship designation in the Royal Institute of
Chartered Surveyors (FRICS), is an accredited Member of the
Institute of Municipal Assessors (MIMA), and is also a practicing
licensed Paralegal in Ontario.
James E. Albertelli, Director and
President (new)
Mr. Albertelli is a seasoned attorney and serial
entrepreneur with 25 years of experience in legal and financial
services and financial technologies. Notably, he has self-funded
several of the assets to be included in the Transaction.
Mr. Albertelli has built a national real estate
law practice (ALAW), representing the largest financial
institutions in the U.S. in all aspects of commercial and
residential financing transactions. While building his law firm,
Mr. Albertelli created the first distressed asset auction website
that he later licensed and sold to a current industry leader in the
auction space. In an effort to further support the needs of his
institutional clients, Mr. Albertelli built a national title,
escrow and closing company in Brightline Title. Finally, Jim has
developed multiple technology platforms that support real estate
investors, lenders and servicers across the real estate
industry.
Early in his career, Mr. Albertelli developed
his litigation skills in the State and Federal Courts of Florida
and Georgia. He has taught Litigation Analytics at Emory University
School of Law and both Residential and Commercial Real Estate Law
at The Florida Coastal School of Law. He has also practiced as an
Assistant District Attorney for the Chief Judge of the Cobb
Judicial Court in Georgia.
Hon Joseph J. Murin (new)
Joseph Murin is currently the Chairman of JJAM
Financial, a financial services holding and consulting firm, and
serves as the Chairman Emeritus of Chrysalis Holding, which
includes analytics and mortgage offerings. Previously, Mr. Murin
was CEO of ANC Acquisitions, a Fortress Investment Group financial
services company founded to provide products and services
specializing in the areas of mortgage lending, mortgage servicing,
asset-based lending, compliance and analytics.
Mr. Murin is the former Chairman of The
Collingwood Group, which was co-founded by Mr. Murin and Brian
Montgomery in 2009. After co-founding The Collingwood Group, Mr.
Murin and Mr. Montgomery merged their organization with Capital
Financial Solutions, a Washington, DC-based consulting firm. The
Collingwood Group offers business advisory services combined with
access to decision makers, financial sponsors, corporate boards and
senior industry executives. The company also provides business
development opportunities through commercial and government
contracts, utilizing minority and women-owned businesses as well as
capital investments in small businesses.
Prior to co-founding The Collingwood Group, Mr.
Murin was President of the Government National Mortgage Association
(Ginnie Mae), after being nominated for the position by President
Bush in 2007. During his tenure with Ginnie Mae, Mr. Murin oversaw
its mission to make affordable housing a reality and also led the
transformation of Ginnie Mae through a difficult time in the
housing and mortgage arenas. Under his leadership, Ginnie Mae
continued to provide much needed liquidity to the industry as it
grew its portfolio from $350 billion to $840 billion and grew its
penetration in the Asian markets from 30% to 48%. In addition to
the substantial growth of the organization, Mr. Murin directed the
formation of a comprehensive risk management initiative.
Preceding his nomination to serve as President
of Ginnie Mae, Mr. Murin brought more than 47 years of diverse
experience in the financial services, mortgage and banking
industry. His experience includes the position of CEO of several
financial organizations such as Century Mortgage, Basis 100,
Lender’s Service Inc., and MSNi LLC. He began his career with
Pittsburgh National Bank in 1972. Mr. Murin is currently on the
board of directors for Cherry Hill Mortgage Investments, Pitchpoint
Solutions and Chrysalis Holdings.
Michael Harris (new)
Mr. Harris is a Senior Business Advisor in
the Corporate/Commercial and Government Relations
& Ethics Groups at Fasken. He is known for his advice on
governance issues and government relations matters and brings
extensive experience in public policy and government
decision-making, having held the positions of Member of Provincial
Parliament and Premier of Ontario.
Mr. Harris serves as Director on several
private and public boards, including Chartwell Retirement
Residences, Canaccord Financial, Element Financial Corp.,
FirstService Corporation, and Route1. He also sits on the advisory
board of several private equity funds, including EnerTech and
Beringer Capital.
His passion for the community is shown
through his involvement with various organisations and
institutions. He is Director of the Tim Horton Children’s
Foundation and holds the position of Senior Fellow with The Fraser
Institute. Mr. Harris is also the Honorary Chairman of fundraising
initiatives for Nipissing University, Canadore College and North
Bay Regional Health Centre.
James Kelsey (current)
Mr. Kelsey is currently an independent
businessman. Mr. Kelsey has over fifty years in the financial
services industry. He is an exemplary leader with diverse
experience ranging from retail banking at the start of his career
to commercial banking and corporate finance at the C-Suite level.
Jim led the start-up of the Corporate Finance Division for Bank of
Montreal, and most recently served as Vice Chairman, North American
Commercial Banking, Bank of Montreal. He currently sits on the
Board of a private company and is on the Advisory Board for a
Canadian Family Office.
John C Drake (current)
Mr. Drake is an independent business man and
currently Chairman of Whippoorwill holdings, the Drake family
office. Whippoorwill has investments in finance, real estate,
software development and retail sales. From 1999 until 2011, Mr.
Drake was the Honorary Colonel of The First Hussars regiment of the
Canadian Armored Corp. Mr. Drake is also a co-founder and co-owner
of Redtail Golf Course located in Port Stanley, Ontario.
Gerarld C Quinn (current)
Mr. Quinn has been President of The Erin Mills
Investment Corporation (“Erin Mills”), a private venture capital
company, since September 1989. Prior to joining Erin Mills, Mr.
Quinn served as a Senior Officer of Magna International Inc. and
Barrincorp Industries, both publicly traded companies. Mr. Quinn
has been a director of a number of public and private companies in
diverse industries. He has also served as a Partner in the public
accounting firm of Ernst & Young. In addition, Mr. Quinn now
invests his own capital and acts as an investment advisor to
emerging businesses.
Allan Bezanson
(current)
Mr. Bezanson is currently the Chief Executive
Officer of BW Founders Ltd. Mr. Bezanson is an active investor,
primarily in the oil and gas sector. He has been a director of a
number of public and private companies and is currently a director
and the Chief Executive Officer of Range Energy Resources Inc.,
listed on the Canadian Securities Exchange, but currently inactive.
Mr. Bezanson’s background includes hedge fund manager, corporate
oil and gas, private equity and financial services executive, with
extensive experience and knowledge of capital markets from both the
buy and sell perspectives.
Peter Hyde
(current)
Mr. Hyde is President and sole owner of Hyde
Construction Limited, a residential and commercial construction
company operating from Stratford, Ontario. Mr. Hyde started the
company in 1988 and has grown Hyde Construction into a major force
within the construction industry in southwestern Ontario. Hyde
Construction has an outstanding reputation due to Mr. Hyde’s
personal dedication, the strength and experience of its principles,
its commitment to clients, and an uncompromising focus on quality.
Mr. Hyde has been recognized with many industry and community
awards.
Jordan Ross (current)
Jordan joined ILA as COO in 2018. Prior to
joining ILA, he served as the Sr. Director of Corporate Development
at Altus Group, reporting directly to the CEO, where he was
responsible for advancing their corporate strategies, overseeing
global operations, as well as identifying venture investments and
acquisitions. Jordan received a Bachelor of Commerce degree from
McGill University in Montreal and Juris Doctor from Bond University
in Australia. Jordan is a member of the Law Society of
Ontario.
Robin Dyson (current)
Robin joined ILA in 2007 as its CFO. She is a
Chartered Accountant, and has both public accounting and industry
experience. Immediately prior to becoming CFO of ILA, she was a
Manager with KPMG. She received her Bachelor of Arts (Honours
Business Administration) degree from the Richard Ivey School of
Business, Western University, graduating with Distinction, and
obtained her Chartered Accountant designation in 2001.
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 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.
The securities offered have not been and will
not be registered under the U.S. Securities Act of 1933, as amended
(the “U.S Securities Act”), or any state securities laws and may
not be offered or sold within the United States, or to or for the
account or benefit of a U.S. person, absent registration or an
exemption from the registration requirements of the U.S. Securities
Act and applicable state securities laws. 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.
Cautionary Note Regarding
Forward-Looking Information
This news release contains “forward-looking
information” under the provisions of applicable Canadian securities
legislation, concerning the business, operations and financial
performance and condition of ILA. All statements in this press
release, other than statements of historical fact, are
"forward-looking information" with respect to ILA within the
meaning of applicable securities laws, including statements with
respect to the Company’s planned business activities, the
anticipated benefits of the Acquisition, the number of ILA common
shares to be issued as partial consideration, timing and completion
of the Acquisition, the negotiation and execution of definitive
agreements, the ability of the parties to satisfy conditions of and
to complete the Acquisition within the times specified, if at all,
the ability of ILA to capitalize on the anticipated synergies, the
ability of ILA to effectively negotiate new employment agreements
with existing JEA personnel and the proposed name change of ILA
upon completion of the Acquisition. Generally, this forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects" , "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" ,
"believes", or variations or comparable language of such words and
phrases or statements that certain actions, events or results
"may", "could", "would", "should", "might" or "will be taken",
"occur" or "be achieved" or the negative connotation thereof.
Forward-looking information is necessarily based upon a number of
factors and assumptions that, if untrue, could cause the actual
results, performances or achievements of ILA to be materially
different from future results, performances or achievements
expressed or implied by such statements. Such statements and
information are based on numerous assumptions regarding present and
future business strategies and the environment in which ILA will
operate in the future, including the real estate market
domestically and internationally, technological advancements,
competition and cost of market entry and the anticipated costs to
and ability of ILA to achieve its goals. In respect of the
forward-looking statements concerning the anticipated completion of
the Acquisition, and the anticipated timing for completion of the
Acquisition, ILA has provided them in reliance on certain
assumptions that they believe are reasonable at this time,
including assumptions as to the time required to negotiate the
definitive agreements, the ability of the parties to receive, in a
timely manner, the necessary regulatory, corporate and other third
party approvals, and the ability of the parties to satisfy, in a
timely manner, the other conditions to the closing of the
Acquisition.
Certain important factors that could cause
actual results, performances or achievements to differ materially
from those in the forward-looking information include, among
others, real estate market risks, litigation risks, regulatory
restrictions, changes in national and local government legislation,
taxation, controls or regulations and/or change in the
administration of laws, policies and practices, and political or
economic developments in Canada and the United States, the global
economic climate, dilution, share price volatility, competition,
loss of key employees and additional funding requirements. Although
ILA believes its expectations are based upon reasonable assumptions
and has attempted to identify important factors that could cause
actual actions, events or results to differ materially from those
described in forward-looking information, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. The Company provides
forward-looking information for the purpose of conveying
information about current expectations and plans relating to the
future and readers are cautioned that such statements may not be
appropriate for other purposes. By its nature, this information is
subject to known and unknown risks, uncertainties and other
important factors that may cause the actual results, level of
activity, performance or achievements of ILA to be materially
different from those expressed or implied by such forward-looking
statements, including but not limited to: the risk that the
Acquisition may not close when planned or at all or on the terms
and conditions set forth in the LOI or any definitive agreement;
the failure to obtain the necessary regulatory and any other third
party approvals required in order to proceed with the transaction;
the benefits expected from the Acquisition not being realized;
risks related to the integration of acquisitions; risks related to
current global financial conditions; changes in project parameters
as plans continue to be refined; labour disputes; delays in
obtaining approvals or financing; risks related to indebtedness and
the service of such indebtedness, as well as those factors, risks
and uncertainties identified and reported in ILA’s public filings
under ILA’s SEDAR profile at www.sedar.com. Although ILA has
attempted to identify important factors that could cause actual
actions, events or results to differ materially from those
described in forward-looking information, there may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Accordingly, readers should not
place undue reliance on forward-looking statements. There can be no
assurance that such information will prove to be accurate as actual
results and future events could differ materially from those
anticipated in such statements. Forward-looking statements are made
as of the date hereof and, accordingly, are subject to change after
such date. ILA disclaims any intention or obligation to update or
revise any forward-looking information, whether as a result of new
information, future events or otherwise unless required by law.
Cautionary Note Required by TSX Venture
Exchange
Completion of the Acquisition is subject to a
number of conditions, including but not limited to, TSX Venture
Exchange acceptance and if applicable, disinterested shareholder
approval. Where applicable, the Acquisition cannot close until the
required shareholder approval is obtained. There can be no
assurance that the Acquisition will be completed as proposed or at
all.
Investors are cautioned that, except as
disclosed in any management information circular or filing
statement to be prepared in connection with the Acquisition, any
information released or received with respect to the transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of ILA should be considered highly
speculative.
The TSX Venture Exchange Inc. has in no way
passed upon the merits of the Acquisition and has neither approved
nor disapproved the contents of this news 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.
Contact:
Gary Yeoman, CEO
gary.yeoman@ilookabout.com
416-347-7707
www.ilookabout.com
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