To: Al Collard who wrote (29 ) 1/10/2001 8:05:28 PM From: Al Collard Respond to of 592 LKC-v ...may be in play tomorrow. From the company's NR: The company has agreed to sell its shares in Inukshuk Internet Inc. to a subsidiary of Microcell Telecommunications Inc. for $150-million plus an agreement to provide wholesale access services to Look. Under the terms of the agreement Microcell will pay $80-million to Look on the date of closing and $50-million on July 31, 2001. Microcell paid a deposit of $20-million on Dec. 27, 2000, following approval of the agreement by each company's board of directors. The closing of the transaction is subject to standard conditions. This closing is also subject to the closing of the financing transaction announced by Microcell today, although this condition may be waived by Microcell. All proceeds from the sale of shares will be used to pay down Look's bank credit facility with the Bank of Nova Scotia and Bank of Montreal. One-hundred-million-dollars will be used to permanently reduce Look's bank credit facility. The balance will initially be used to pay-down the facility but may be redrawn by Look. The banks have agreed to the sale of the shares and have consented to waive any defaults under certain financing and operating covenants contained in Look's bank credit facility until Aug. 1, 2001. Under the terms of the agreement, Microcell has agreed to provide Look with access to the Inukshuk wireless network, as it is built, on a wholesale basis, on terms equivalent to those offered to any other carrier, including Microcell. This will enable Look to continue to expand its wireless high-speed Internet access services to consumers and small and medium-sized business customers as the Inukshuk network is expanded across Canada. "This agreement is very positive for Look," said David Parkes, president and chief executive officer, Look Communications. "By selling our shares in Inukshuk we will generate proceeds that will help us significantly reduce our existing bank debt while providing us with the operating funds necessary to implement our new business plan. Look is pleased with the financial terms of this agreement. By having a wholesale agreement with Microcell to use the Inukshuk network as it is built, we will reap the benefits associated with that network without having to incur the capital costs associated with building it." The agreement for the sale of Look's shares in Inukshuk is expected to close later this month when Microcell's financing transaction closes.