ONENERGY INC. ("OEG") ("OEG.A")
[formerly Look Communications Inc. ("LOK.H", "LOK.K")]
BULLETIN TYPE: Change of Business, Private Placement, Name Change, Symbol Change, Graduation, Resume Trading
BULLETIN DATE: July 11, 2013
NEX Company
Change of Business
The multiple voting shares and subordinate voting shares of ONEnergy Inc., formerly Look Communications Inc. (the "Company") have been halted from trading since March 26, 2013, pending completion of a Change of Business.
TSX Venture Exchange (the "Exchange") has accepted for filing the Company's Change of Business. Pursuant to an agreement with Sunwave Gas and Power Inc. ("Sunwave") and OZZ Clean Energy Inc. ("OZZ") dated March 26, 2013, the Company has acquired Sunwave, a private company and a licensed retailer of energy commodity products to the residential and commercial customer market segments in Ontario. The Company issued 3,382,974 multiple voting shares and 3,759,883 subordinate voting shares to OZZ as consideration. In addition, the Company issued 30,446,767 multiple voting shares and 33,838,947 subordinate voting shares, on a private placement basis, at a price of $0.14 per share for aggregate subscription proceeds of $9,000,000. Please refer to the Information Circular dated June 7, 2013 available on www.sedar.com for full details.
The Exchange has been advised that the above transactions, approved by shareholders of the Company, have been completed.
Private Placement
Concurrently with the COB, ONEnergy Inc., formerly Look Communications Inc. (the "Company") completed a private placement financing (the "Financing") consisting of 30,446,767 multiple voting shares ("MVS") and 33,838,947 subordinate voting shares ("SVS") of the Company at $0.14 per share. These shares are subject to a four month statutory hold period.
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of MVS # of SVS
Stephen Letwin Y 3,382,974 3,759,883
C. Fraser Elliott Y 845,744 939,971
Name Change
Effective at the open on Friday, July 12, 2013, the multiple voting shares and subordinate voting shares of the ONEnergy Inc. (the "Company") will commence trading on TSX Venture Exchange, and the multiple voting shares and subordinate voting shares of Look Communications Inc. will be delisted. The Company is classified as a 'Natural Gas Distribution' company.
Symbol Change
Effective at the open on Friday, July 12, 2013, the trading symbol for the ONEnergy Inc., formerly Look Communications Inc.'s (the "Company") multiple voting shares will change from ("LOK.H") to ("OEG") and the trading symbol for the Company's subordinate voting shares will change from ("LOK.K") to ("OEG.A").
Graduation from NEX to TSX Venture
ONEnergy Inc., formerly Look Communications Inc. (the "Company"), has met the requirements to be listed as a TSX Venture Tier 1 Company. Therefore, effective on Friday, July 12, 2013, the Company's listing will transfer from NEX to TSX Venture, the Company's Tier classification will change from NEX to Tier 1 and the Filing and Service Office will change from NEX to TSX Venture's Toronto office.
Resume Trading
Further to NEX Bulletin dated March 26, 2013, effective at the open on Friday, July 12, 2013, trading in the shares of the Company will resume.
The Company is classified as a 'Natural Gas Distribution' company.
Capitalization: Unlimited number of multiple voting shares of which
99,994,671 multiple voting shares are issued and outstanding; and
Unlimited number of subordinate voting shares of which
111,135,424 subordinate voting shares are issued and outstanding.
Escrowed: 4,401,618 multiple voting shares; and
4,824,854 subordinate voting shares
Escrow Term: 18 months
Transfer Agent: Computershare Investor Services Inc.
Symbol: OEG (new) - Multiple Voting Shares
OEG.A (new) - Subordinate Voting Shares
CUSIP: 68268C206 (new) - Multiple Voting Shares
68268C305 (new) - Subordinate Voting Shares
Company Contact: C. Fraser Elliott, Chief Financial Officer
Company Address: 2225 Sheppard Avenue East, Suite 1600,
North York, Ontario, M2J 5C2
Company Phone Number: (416) 444-8810 or (905) 693-0393
Company Fax Number: (647) 253-2525
Company Email Address: look@grouplook.ca
Company's Website Address: www.onenergyinc.com or www.grouplook.ca
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