Outlook Closes Private Placement for Proceeds of $592,000
July 6, 2009
TORONTO, ONTARIO--(Marketwire - July 6, 2009) - Outlook Resources Inc. ("Outlook" or the "Company") (TSX VENTURE:OLR) is pleased to announce that it has closed the private placement announced on May 20, 2009. The Company placed 59,200,000 Units (the "Offering") for gross proceeds of $592,000.
Each unit (a "Unit") consisted of one common share of the Company and one share purchase warrant (each a "Warrant"). Each Warrant entitles the holder to acquire an additional common share at the price of $0.05 per share for the first year and $0.10 per share for the second year following Closing. The securities issued bear a legend and are restricted from trading until at least October 23, 2009. A cash finder's fee of $3,200 was paid to Northern Securities Inc. in respect of the financing. The Company paid a finder's fee of $31,200 in cash together with 3,120,000 Compensation Warrants to PowerOne Capital Markets Limited ("PowerOne"). Each Compensation Warrant entitles PowerOne to purchase for two (2) years from Closing a Compensation Unit priced at $0.05 and comprised of one (1) common share and one (1) warrant to purchase a further common share at $0.10 for two (2) years from Closing. The Company also paid a finder's fee of $700 in cash together with 70,000 Compensation Options to Research Capital Corp. ("Research"). Each Compensation Option entitles Research to acquire one (1) common share at $0.10 for two (2) years from Closing.
Insiders of the Company subscribed for 14,500,000 Units for proceeds of a $145,000. The insider private placements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") by virtue of the exemptions contain in section 5.5(a) and 5.7(1)(a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company to be issued to insiders does not exceed 25% of its market capitalization.
The net funds from the Offering will be used to pay the balance of the consideration payable to ERTH Solutions, Inc., being US$106,687.46 to acquire the 5% interest in ERTH Solutions with the balance to be used for working capital.
William R. Johnstone, a director and officer of Outlook, acquired 6,200,000 Units on the Offering. Mr. Johnstone and companies or persons controlled by him previously owned 6,103,646 common shares of Outlook and options to acquire 200,000 common shares of Outlook. As a result, Mr. Johnstone holds directly or indirectly or has control and direction over 12,303,646 common shares representing 8.3% of current outstanding capital, 6,200,000 Warrants and 200,000 options. If Mr. Johnstone were to exercise all of the convertible securities under his control, such number would be increased to 18,703,646 common shares out of a partially diluted capital of 154,106,697 common shares (after giving effect to the exercise of those convertible securities) representing 12.14% of outstanding capital. Gardiner Roberts LLP, a partnership in which Mr. Johnstone is a partner, although not a member of the executive committee which makes management decisions, holds 2,035,474 common shares. Collectively, Mr. Johnstone and Gardiner Roberts LLP have control or direction over 20,739,120 common shares (after giving effect to the exercise of convertible securities controlled by Mr. Johnstone) representing 13.46% of outstanding capital on a partially diluted basis.
Mr. Johnstone has informed the Company that he has acquired the common shares and Warrants for investment purposes and has no present intention to either increase or decrease his holdings in Outlook. Notwithstanding the foregoing, Mr. Johnstone stated that he may decrease or increase his beneficial ownership, control, or direction over common shares of the Company through market transactions, private agreements, exercise of options or Warrants, other treasury issuances or otherwise.
The Company currently has 147,706,697 common shares issued and outstanding.
The statements made in this press release include forward-looking statements that involve a number of risks and uncertainties. These statements relate to future events or future performance and reflect management's current expectations and assumptions. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, such as the economy, generally, the demand for the Company's products, the availability of funding, and the anticipated costs of construction and operation. These forward-looking statements are made as of the date hereof and Outlook does not assume any obligation to update or revise them to reflect new events or circumstances, except as required by law. Actual events or results could differ materially from the expectations and projections. The reader is cautioned not to place undue reliance on such forward-looking statements.
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.