iLOOKABOUT Executes Asset Purchase Agreement with Apex Software

TORONTO, Sept. 16, 2020 (GLOBE NEWSWIRE) -- iLOOKABOUT Corp. (TSXV:ILA; OTCQB:ILATF) (“ILA” or “the Company”) announced that, further to the news release issued August 28, 2020, with respect to ILA’s proposed transaction with Starcap Marketing, LLC (d.b.a. Apex Software) (“Apex”), ILA has entered into an asset purchase agreement (“APA”) with Apex for the acquisition by ILA of all the operating assets of Apex (the “Transaction”). Consideration for the Transaction will be in the form of $4,800,000 (USD) cash due on closing of the Transaction, $400,000 (USD) due on the first anniversary of the closing as an indemnity holdback, and $400,000 (USD) of ILA stock to be calculated using a defined value of $0.15 (CAD) (subject to any required pricing adjustments). As at the date hereof, the current working capital position of Apex (including outstanding liabilities of approximately $10,000 USD) is approximately $780,000 USD.  Historically, Apex has generated revenue of approximately $3,300,000 USD and net income of approximately $830,000 USD.

“This is another important step in ILA executing on its growth strategy and focus on expanding its market share in the US property tax assessment market,” said Gary Yeoman, CEO of ILA, “The acquisition of Apex will allow ILA to promote our mobile applications, cross sell ILA solutions into its 2,200+ client base and repurpose Apex’s sketching capabilities and databases into adjacent industries which ILA has a strong presence in, such as mortgage lending and insurance.”

“Solidifying our great relationship with ILA will unlock the future value of Apex. The Apex team is excited to join forces to be able to expand its product capabilities and move into other industries that were always on our roadmap, but were limited by resources,” said Randall Garrett, CEO of Apex, “By integrating our platforms and leveraging ILA’s machine learning expertise, we will be able to capitalize on a gap that exists in the market.”

The Transaction is subject to a number of closing conditions, including, but not limited to closing of the Offering (defined below), regulatory approvals and the satisfactory completion of due diligence by ILA. The closing of the Transaction is expected to occur on or about September 21, 2020 or such other date as may be agreed to by ILA and Apex.

In connection with the Transaction, the Company intends to complete a non-brokered private placement (the “Offering”) of up to 53,333,333 units of the Company (the “Units”) at a price of $0.15 per Unit for aggregate gross proceeds of up to $8,000,000. Each Unit shall be comprised of one common share of the Company and one-half common share purchase warrant (the “Warrants”). Each full Warrant shall entitle 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 Offering. The net proceeds of the Offering shall be used by the Company to fund the cash consideration with respect to the Transaction and other related costs with respect to the Transaction. The Company intends to rely on the “part and parcel exception” in respect of up to $7 million (equivalent of approximately $5.2 million USD, as outlined above) of the net proceeds of the Offering to be used in connection with the cash consideration of the acquisition of Apex. Additional funds raised under the Offering, if any, are not expected to qualify under the “part and parcel exception” and are subject to the TSXV’s discretion. The Offering is expected to close on or about September 21, 2020 and remains subject to the approval of the TSX Venture Exchange (including in respect of the pricing of the Offering under the “part and parcel exception”).