Berkeley Capital Corp. I Completes Qualifying Transaction
01 April 2008 - 7:38PM
Marketwired
TORONTO, ONTARIO (TSX VENTURE: BCP.P), a capital pool company,
is pleased to announce the completion today of its previously
announced Qualifying Transaction with iLOOKABOUT Holdings Inc.
("iLOOKABOUT"), subject to receipt of final approval from the TSX
Venture Exchange. Pursuant to the Qualifying Transaction, Berkeley
and iLOOKABOUT amalgamated to form iLOOKABOUT Corp. ("Newco")
pursuant to an amalgamation agreement dated March 31, 2008. The
Qualifying Transaction remains subject to Berkeley filing final
documentation with the TSX Venture Exchange.
Berkeley will now carry on the business of iLOOKABOUT, which
includes a commercial database offering high resolution, panoramic
street-level images embedded with latitude and longitude
coordinates.
Pursuant to the amalgamation, the securityholders of iLOOKABOUT
received an aggregate of 32,200,633 Newco common shares, 795,000
Newco stock options, 8,143,696 Newco warrants and 767,591 Newco
agent's compensation options and warrants, and the securityholders
of Berkeley received an aggregate of 2,103,829 Newco common shares
and 291,619 Newco stock options. Following the completion of the
amalgamation, a total of 34,304,462 Newco common shares were issued
and outstanding (or 44,817,768 Newco common shares on a
fully-diluted basis).
The directors of Newco are Jonathan Drake, Jeff Hack, Alfred
Jay, Brice Scheschuk and Jeff Young. The officers of Newco are
Brice Scheschuk, Chairman of the Board, Jeff Young, President and
Chief Executive Officer, Jeff Hack, Chief Technology Officer, Mark
Sheppard, Chief Operating Officer and Robin Dyson, Chief Financial
Officer and Secretary.
Immediately prior to the completion of the amalgamation, the
proceeds of iLOOKABOUT's previously announced $5 million equity
offering were released from escrow. Blackmont Capital Inc., Jacob
& Company Securities Inc. and MGI Securities Inc. acted as
iLOOKABOUT's agents with respect to the offering. In the offering,
iLOOKABOUT sold an aggregate of 6,567,500 subscription receipts at
$0.80 per subscription receipt, each consisting of one common share
and one warrant to purchase one common share of iLOOKABOUT at a
price per share of $1.00. The agents in the offering received
515,400 options, each consisting of the right to purchase one
common share and receive one warrant to purchase one common share
of iLOOKABOUT at a price per share of $1.00 upon the payment of
$0.80. The subscription receipts automatically converted into Newco
shares and warrants upon the closing of the amalgamation and the
agent's options converted into Newco agents options. As such,
6,567,500 Newco common shares, 6,567,000 Newco warrants and 515,400
Newco agent's compensation options are attributable to the
offering.
An aggregate of 16,750,955 of the 32,075,633 Newco common shares
issued to iLOOKABOUT shareholders pursuant to the amalgamation are
currently held in escrow under a TSX Venture Exchange Tier 1 Value
Escrow Agreement and will be released over an 18-month period. A
further 1,270,629 Newco common shares issued to certain
shareholders of Berkeley pursuant to the amalgamation are currently
held in escrow pursuant to a TSX Venture Exchange Capital Pool
Company Escrow Agreement and will be released over an 18-month
period.
Shareholder approval for the Qualifying Transaction was obtained
at the special meetings of shareholders of iLOOKABOUT held on March
24, 2008 and of Berkeley held on March 31, 2008, respectively.
Additional details regarding the Qualifying Transaction are
available in the joint management information circular of Berkeley
and iLOOKABOUT dated March 5, 2008, which has been filed with the
TSX Venture Exchange and is available on SEDAR at www.sedar.com.
The amalgamation agreement is Schedule F to the joint management
information circular.
The common shares of Berkeley will remain halted pending final
TSX Venture Exchange approval of the Qualifying Transaction and the
issuance by the TSX Venture Exchange of a Final Exchange
Bulletin.
About iLOOKABOUT Corp.
iLOOKABOUT Corp. is a global mapping and visual data
intelligence company offering high resolution, panoramic
street-level images embedded with latitude and longitude
coordinates. These images can be accessed quickly and easily by
customers in a searchable database of geo-coded street-level
images. Target customers include government (municipalities,
cities, etc.), real estate boards, insurance companies,
tourism/retail companies, utilities, emergency services and 3rd
party service providers who target these customers.
THE TSX VENTURE EXCHANGE INC. HAS NOT REVIEWED AND DOES NOT
ACCEPT RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS
RELEASE.
Contacts: Berkeley Capital Corp. I Brice Scheschuk President
(416) 204-0240 iLOOKABOUT Jeff Young President (519) 963-2015
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