Newlook Industries Corp.

Newlook Industries Corp.

February 12, 2010 16:00 ET

Newlook to Invest in Copernic

TORONTO, ONTARIO--(Marketwire - Feb. 12, 2010) - Newlook Industries Corp. ("Newlook" or the "Company") (TSX VENTURE:NLI) today announced that the Company intends to make an investment in Copernic, Inc. (NASDAQ:CNIC) common stock, subject to regulatory approval.

At a meeting of its board of directors held on February 12, 2010, the Company was authorized to enter into an agreement pursuant to which it would receive an assignment of the rights and obligations of a subscription agreement for 500,000 shares of Copernic common stock (the "Agreement") from 2208270 Ontario Limited., an entity represented by the Company's chairman and CEO, Mr. John Simmonds.

Pursuant to the Agreement, Newlook is to exchange a 70.1% ownership interest in Sunbay Canada Corporation ("Sunbay Canada") for 150,000 shares of Copernic common stock. Newlook intends on acquiring a 90% ownership interest in Sunbay Canada from Powerplay Energy Corporation and/or Sunbay Energy Corporation. Newlook also plans to vend an investment loan it has made to Sunbay Port Hope Corp. for cash consideration to be paid over a period of time yet to be determined. The Sunbay Canada and the 150,000 Copernic common shares are to be placed in escrow until due diligence by Copernic is completed; the transfer of certain marketing and development agreements to Sunbay Canada from its parent and the terms of the investment loan is negotiated.

Through this proposed transaction, Newlook has agreed to subscribe for 350,000 Copernic common shares at US$4.00 per share, with a closing of April 30, 2010.

In the event that Copernic opts not to close on the acquisition of Sunbay Canada shares, Newlook would be obligated to acquire 500,000 Copernic common shares at US$4.00 per share at closing on April 30, 2010. In the event that Newlook opts not to close on the purchase of Copernic common shares, it would be obligated to pay a US$400,000 break fee to Copernic. In the event the break fee is triggered, the Company would receive commensurate consideration from 2208270 Ontario Limited, specific details of which will be disseminated under separate cover.

Proceeds from the disposition of the investment loan will be utilized to fund a settlement agreement with the trustee of Newlook's majority-owned subsidiary, Wireless Age Communications, Inc.'s former subsidiaries, which the Company is currently in default with.

John G. Simmonds, Newlook CEO stated, "We believe that entering into this assignment is in the best interests of the Company. Many of the waste-to-energy projects we were pursuing require funding. Through this proposed transaction, the Company will ensure the success of the projects as well as retain a 19.9% project ownership interest. Newlook will also benefit by being a 20% shareholder of Copernic."

Newlook Industries Corp., headquartered in King City, Ontario is a publicly traded company listed on the TSX Venture Exchange.

For more information please call (905) 833-0072 or refer to

The management of the company, who take full responsibility for its content, prepared this press release. This press release contains forward-looking statements relating to future events and results that are based on Newlook's current expectations. These statements involve risks and uncertainties including, without limitation, Newlook's ability to successfully develop and market its products, consumer acceptance of such products, competitive pressures relating to price reductions, new product introductions by third parties, technological innovations, and overall market conditions. Consequently, actual events and results in future periods may differ materially from those currently expected.

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.

Contact Information

  • Newlook Industries Corp.
    John G. Simmonds
    Chief Executive Officer
    (905) 833-0072 x223