iLOOKABOUT Provides Update on Timing for Completion of Purchase of Voxtur Technologies, Brightline Title and Certain Assets of James E. Albertelli, P.A. and Mailing of Information Circular for Special Meeting of Shareholders
12/31/2020 | 05:59pm EDT
Not for distribution to U.S. news wire services or dissemination in the United States.
TORONTO, Dec. 31, 2020 (GLOBE NEWSWIRE) -- iLOOKABOUT Corp. (TSXV:ILA; OTCQB:ILATF) (“ILA” or “the Company”) announced today that it expects to finalize the definitive agreements with respect to the proposed acquisition (the “Acquisition”) (previously announced on November 2, 2020) by ILA of certain technology and non-legal assets of James E. Albertelli, P.A. and certain of its affiliates (collectively, “JEA”), 100% of the issued and outstanding stock of Voxtur Technologies, Inc. (“Voxtur Technologies”), and 100% of the membership interests of Bright Line Title, LLC dba Brightline Title (“Brightline Title”) to complete the Acquisition on or before January 29, 2021. A comprehensive press release prepared in accordance with the policies of the TSX Venture Exchange (“TSXV”) is expected to be issued on or before January 13, 2021 to facilitate the resumption of trading of the common shares (“Shares”) of ILA on the TSXV.
The Company also announced today that it has mailed a management information circular (the “Circular”) with respect to a special meeting (the “Meeting”) of holders (“Shareholders”) of Shares of ILA. The record date for determining the Shareholders entitled to receive notice of and to vote at the Meeting was the close of business on December 21, 2020 (the “Record Date”). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting. At the Meeting, Shareholders will be asked, among other matters, to: (i) approve the change of the Company’s name to “Voxtur Analytics Corp.” or such other name as the board of directors of the Company determines appropriate; (ii) approve amendments to the articles of the Company to amend the authorized capital of the Corporation to create a new class of non-voting shares (the “Non-Voting Shares”) with such rights and restrictions as set out in the Circular; (iii) in connection with the Acquisition, approve the creation of James Albertelli (“Albertelli”) and Jonathan Sawyer (“Sawyer”) as “Control Person(s)” (as defined in the policies of the TSXV) as a result of the issuance of a combination of Shares and Non-Voting Shares to Albertelli and Sawyer pursuant to the terms of the Acquisition, as more particularly described in the Circular; (iv) approve the adoption of a restricted share unit plan; and (v) approve certain house-keeping amendments to the Company’s by-laws.
The Meeting will be held at the offices of the Company located at 175 Bloor Street East, South Tower, Suite 1105, 11th Floor, South Tower Toronto, ON M4W 3R8 on Friday, January 22, 2021 at 11:00 am (Toronto time). In light of ongoing concerns related to the spread of COVID-19, and in order to mitigate potential risks to the health and safety of the Company’s Shareholders, employees and other stakeholders, Meeting participants are encouraged not to attend in person. Rather, participants are encouraged to vote on the matters before the Meeting by proxy and to join the Meeting by either the internet or teleconference. It is desirable that as many Shares of the Corporation as possible be represented at the Meeting. If you do not expect to attend the Meeting and would like your Shares represented, please carefully review the Circular for instructions. The Board has fixed Wednesday, January 20, 2021 at 11:00 am (Toronto time) or, in the event that the Meeting is adjourned, 48 hours (excluding Saturdays, Sundays and statutory holidays in Ontario) preceding the time of commencement of the adjourned Meeting, as the time before which proxies that are to be used at the Meeting are to be deposited with ILA’s Transfer Agent, TSX Trust Company (“TSX Trust”) at 100 Adelaide Street West, Suite 301, Toronto, Ontario, M5H 1S3 or as otherwise contemplated in the Circular. The Circular is available on the Company’s profile on SEDAR at www.sedar.com.
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.
The securities offered pursuant to the terms of the Acquisition 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 applicable 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 jurisdiction in which such offer, solicitation or sale would be unlawful.
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 and information contained herein are not based on historical facts and constitute forward-looking information and forward-looking statements, within the meaning of Canadian and United States securities laws, that are based on expectations, estimates and projections as at the date of this news release. Forward-looking information is often identified by the words “may”, “would”, “could”, “should”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” or similar expressions and includes, among others, information regarding: expectations regarding whether the Acquisition will be completed, including whether conditions, including Shareholder and regulatory approvals to the Acquisition will be satisfied, or the timing for finalizing the definitive agreements with respect to the Acquisition and completing the Acquisition; expectations for the effects of the Acquisition or the ability of ILA to successfully achieve business objectives, including integrating Brightline Title and Voxtur Technologies or the effects of unexpected costs, liabilities or delays; the potential benefits and synergies of the Acquisition; statements relating to the business and future activities of, and developments related, to ILA, Voxtur Technologies and Brightline Title after the date of this news release; success of software activities; expectations for other economic, business, environmental, regulatory and/or competitive factors related to ILA, Voxtur Technologies and Brightline Title, or the real estate industry generally; anticipated future production costs related thereto; and other events or conditions that may occur in the future.
Investors are cautioned that forward-looking information is not based on historical facts but instead reflect ILA’s management expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although ILA believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of ILA. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to complete the Acquisition; the ability to obtain requisite Shareholder and regulatory approvals and the satisfaction of other conditions to the Acquisition on the proposed terms and schedule; the definitive agreements may be terminated in certain circumstances; the additional costs that will likely be incurred from the Acquisition; changing global financial conditions, especially in light of the recent COVID-19 outbreak; uncertainty of when the current moratorium on foreclosure actions in the United States will be lifted; reliance on specific key employees and customers to maintain business operations; conflicts of interests that will arise out of the Acquisition; competition within the Company’s industry; a risk in technological failure or failure to implement technological upgrades; the Company’s dependence on maintaining its intellectual property and ensuring that it continues to comply with all existing privacy laws; operating losses and negative cash flows; and currency fluctuations. Accordingly, readers should not place undue reliance on forward-looking 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.
Gary Yeoman, CEO