Newlook to Invest in Copernic
12 Février 2010 - 10:00PM
Marketwired
Newlook Industries Corp. ("Newlook" or the "Company") (TSX VENTURE:
NLI) today announced that the Company intends to make an investment
in Copernic, Inc. (NASDAQ: CNIC) common stock, subject to
regulatory approval.
At a meeting of its board of directors held on February 12,
2010, the Company was authorized to enter into an agreement
pursuant to which it would receive an assignment of the rights and
obligations of a subscription agreement for 500,000 shares of
Copernic common stock (the "Agreement") from 2208270 Ontario
Limited., an entity represented by the Company's chairman and CEO,
Mr. John Simmonds.
Pursuant to the Agreement, Newlook is to exchange a 70.1%
ownership interest in Sunbay Canada Corporation ("Sunbay Canada")
for 150,000 shares of Copernic common stock. Newlook intends on
acquiring a 90% ownership interest in Sunbay Canada from Powerplay
Energy Corporation and/or Sunbay Energy Corporation. Newlook also
plans to vend an investment loan it has made to Sunbay Port Hope
Corp. for cash consideration to be paid over a period of time yet
to be determined. The Sunbay Canada and the 150,000 Copernic common
shares are to be placed in escrow until due diligence by Copernic
is completed; the transfer of certain marketing and development
agreements to Sunbay Canada from its parent and the terms of the
investment loan is negotiated.
Through this proposed transaction, Newlook has agreed to
subscribe for 350,000 Copernic common shares at US$4.00 per share,
with a closing of April 30, 2010.
In the event that Copernic opts not to close on the acquisition
of Sunbay Canada shares, Newlook would be obligated to acquire
500,000 Copernic common shares at US$4.00 per share at closing on
April 30, 2010. In the event that Newlook opts not to close on the
purchase of Copernic common shares, it would be obligated to pay a
US$400,000 break fee to Copernic. In the event the break fee is
triggered, the Company would receive commensurate consideration
from 2208270 Ontario Limited, specific details of which will be
disseminated under separate cover.
Proceeds from the disposition of the investment loan will be
utilized to fund a settlement agreement with the trustee of
Newlook's majority-owned subsidiary, Wireless Age Communications,
Inc.'s former subsidiaries, which the Company is currently in
default with.
John G. Simmonds, Newlook CEO stated, "We believe that entering
into this assignment is in the best interests of the Company. Many
of the waste-to-energy projects we were pursuing require funding.
Through this proposed transaction, the Company will ensure the
success of the projects as well as retain a 19.9% project ownership
interest. Newlook will also benefit by being a 20% shareholder of
Copernic."
Newlook Industries Corp., headquartered in King City, Ontario is
a publicly traded company listed on the TSX Venture Exchange.
For more information please call (905) 833-0072 or refer to
www.sedar.com.
The management of the company, who take full responsibility for
its content, prepared this press release. This press release
contains forward-looking statements relating to future events and
results that are based on Newlook's current expectations. These
statements involve risks and uncertainties including, without
limitation, Newlook's ability to successfully develop and market
its products, consumer acceptance of such products, competitive
pressures relating to price reductions, new product introductions
by third parties, technological innovations, and overall market
conditions. Consequently, actual events and results in future
periods may differ materially from those currently expected.
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.
Contacts: Newlook Industries Corp. John G. Simmonds Chief
Executive Officer (905) 833-0072 x223
Newlook Industries Corp (TSXV:NLI)
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