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April 23, 2015
16:44 EDTLOOKLookSmart announces spin-off, merger agreement with Pyxis
LookSmart and privately-held Pyxis Tankers jointly announced that they have entered into a plan of merger whereby Pyxis will become a publicly listed company as a result of the merger between LookSmart and Pyxis' wholly-owned subsidiary, Maritime Technologies. In addition, LookSmart will spin off its existing business into a new entity called LookSmart Group. Prior to the execution of the merger agreement, LookSmart transferred all of its businesses, assets and liabilities to LookSmart Group. Upon completion of this spin-off, LookSmart Group, will be 100% owned by LookSmart's stockholders of record. Under the terms of the Merger Agreement, LookSmart will merge with and into Maritime Technologies Corp., which will be the surviving corporation in the merger and will continue to be a wholly-owned subsidiary of Pyxis. Upon completion of the merger, each share of LookSmart's common stock issued and outstanding immediately prior to the merger will be exchanged for the right to receive a certain number of shares of Pyxis' common stock equal to $4M, as adjusted for the price and number of LookSmart's outstanding common stock as of the date that the merger becomes effective. After the completion of the merger, and assuming no adjustments pursuant to the terms of the merger agreement, the public stockholders of LookSmart are expected to own approximately 5.66% of the total issued and outstanding common stock of Pyxis. Pyxis intends to apply to have its common stock listed on either the Nasdaq Capital Market or the NYSE MKT under the symbol "PXS."

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