Outlook Closes Private Placement for Proceeds of $592,000

Mon Jul 6, 2009 10:07am EDT
 
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  TORONTO, ONTARIO, Jul 06 (MARKET WIRE) -- 
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.

Contacts:
Outlook Resources Inc.
Errol Farr
President & CEO
(647) 296-1270
efarr@outlookresources.com

Copyright 2009, Market Wire, All rights reserved.

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