
LOOK COMMUNICATIONS FILES FINAL PROSPECTUS FOR RIGHTS OFFERING TORONTO and MONTREAL, Jan. 16 2004 - Look Communications Inc. (TSX Venture: LOK) announces that it has filed a final prospectus with the securities commissions of each of the provinces of Canada in connection with a previously previously-announced rights offering to its shareholders, for maximum gross proceeds to Look of $10,665,000. Under the rights offering, Look will issue one right for every ten issued and outstanding common shares to shareholders of record at the close of business on January 30, 2004. There are currently 29,331,237 outstanding common shares of Look. 275 rights will entitle holders to subscribe for secured debentures of Look for $1,000 until February 23, 2004. If the rights offering is fully subscribed, Look will issue 10,665 secured debentures.
The net proceeds from the offering will be used by Look to further expand its network and customer base, and for general corporate purposes. The Corporation will use a portion of the proceeds of the offering to repay outstanding indebtedness owing to Unique Broadband Systems, Inc. (TSX Venture: UBS) at the closing of the offering, which indebtedness currently amounts to approximately $2 million. It is possible that Look will repay a portion of such indebtedness prior to the closing of the offering.
The secured debentures will bear interest at a rate of 7% per year and will mature in ten years. Look will pay interest on the debentures semi semi-annually in arrears, on June 30 and December 30 of each year, commencing June 30, 2004. The debentures will be convertible at the option of the holder into common shares of Look at a conversion price of $0.075 per common share, representing 13,333 shares per $1,000 debenture.
Look has the option, subject to certain conditions, of paying the principal amount of the debentures by delivering freely tradeable common shares. Subject to regulatory approval, Look may also, at its option, pay interest on the debentures on any interest payment date by issuing and delivering freely tradeable common shares.
The debentures will be direct obligations of Look and will rank pari passu with all other subordinated, secured obligations of Look, but will be subordinate to Look's present and future senior bank indebtedness and to indebtedness to Unique Broadband Systems, Inc.
The TSX Venture Exchange has conditionally approved the listing of the rights, as well as the listing of common shares to be issued upon the conversion of the debentures.
Rights certificates will not be issued or delivered to shareholders who are resident of jurisdictions outside Canada.
About Look Communications Inc. Look delivers a full range of communications services, including high high-speed and dial dial-up Internet access, Web applications, digital television distribution and superior customer service to both the business and residential markets across Canada. In addition, Look provides a number of value value-added services to meet its customers' needs, such as Web hosting, domain name registration, Web mail, parental filters and virus scanning. Look's shares are listed on the TSX Venture Exchange under the symbol LOK.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
For more information and interview requests, please contact:
Peter Block (416) 586-0180 pblock@national.ca
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