iLOOKABOUT Announces Closing of $8 Million Private Placement

Rhea-AI Summary

iLOOKABOUT Corp. (OTCQB: ILATF) has completed a non-brokered private placement, raising approximately $8 million in two tranches. Tranche A consisted of 46,648,200 units at $0.15 each, yielding $6,997,230, while Tranche B included 4,262,760 units at $0.23, totaling $980,434. Proceeds from Tranche A will fund the acquisition of Starcap Marketing, while Tranche B will support strategic initiatives and working capital. The units will have a four-month hold period and have received conditional acceptance from the TSX Venture Exchange.

Positive

• Successful completion of a private placement raising approximately $8 million.
• Funding allocated for the acquisition of Starcap Marketing will enhance the company's capabilities.

Negative

• The private placement may lead to shareholder dilution due to the issuance of additional common shares.

TORONTO, Sept. 28, 2020 (GLOBE NEWSWIRE) -- 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.

FAQ

What is the significance of iLOOKABOUT's private placement on September 28, 2020?

The private placement raised approximately $8 million, which will be used for acquisitions and strategic initiatives.

What are the details of the private placement tranches completed by iLOOKABOUT?

Tranche A raised $6,997,230 at $0.15 per unit, and Tranche B raised $980,434 at $0.23 per unit.

How will the proceeds from the private placement be used by iLOOKABOUT?

The proceeds will be used to acquire Starcap Marketing and support general corporate initiatives.

What are the conditions for iLOOKABOUT's private placement to finalize?

The private placement is subject to final approval from the TSX Venture Exchange.

Did any directors participate in the private placement of iLOOKABOUT?

Yes, director Peter Hyde subscribed for 2,900,000 A-Units and 282,609 B-Units in the private placement.