TORONTO, July 21 /CNW/ - Unique Broadband Systems, Inc. (TSX Venture: UBS) today reported its financial and operating results for the third quarter of fiscal 2009, ended May 31, 2009.

Key to the quarter was the sale of Look's spectrum and broadcast licence to Inukshuk Wireless Partnership ("Inukshuk") (through joint partners Rogers Communications ("Rogers") and Bell Canada ("Bell")) for $80 million cash, announced on May 5, 2009 (the "Agreement"). The sale has resulted in Look beginning the orderly restructuring of its operations.

Under the terms of the Agreement, Inukshuk made a non-refundable $30 million payment to Look on May 14, 2009, following Court approval of the transaction. The remaining $50 million will be paid upon the earlier of regulatory approval of the transfer of the spectrum and broadcast license or in two instalments, the first being a non-refundable $20 million payment due no later than December 31, 2009 and the second a final payment of $30 million due no later than May 14, 2012.

Look has been told by Inukshuk that Inukshuk intends to complete the Agreement as soon as possible, though the spectrum will not be transferred unless and until full consideration is paid. If for any reason the full $80 million is not paid, or not paid according to the agreed-upon schedule, any payments made to Look are non- refundable and the spectrum would be retained by Look. The sale of Look's spectrum was conditional upon Look settling its litigation with Bell and UBS settling its litigation with Microcell et al and Inukshuk.

Other highlights for the three months ended May 31, 2009 included the following:

- Cash and cash equivalents at May 31, 2009 totalled $21.3 million

which represents an increase of $16.2 million from August 31, 2008 as

a result of the first instalment of $30 million paid to Look by

Inukshuk and the $4 million litigation settlement paid by Rogers to

UBS, for which the defendants to the actions deny all liability and

admission of any kind. Offseting these cash receipts by the Company

was a payment by Look of $16 million to Bell in settlement of its

outstanding payables and litigation;

- Income from continuing operations for the quarter ended May 31, 2009

was $23.6 million or $0.23 per share on an undiluted basis;

- During the nine months ended May 31, 2009, the Company recorded

income from the discontinued operation of the web hosting and domain

name business of $4.5 million, or $0.04 per share on an undiluted

basis;

- Service and sales revenue for the quarter ended May 31, 2009 was $3.1

million compared to $4.1 million for the quarter ended May 31, 2008;

- Operating expenses for the quarter, excluding the $2.5 million non-

cash charge for the impairment of property and equipment, of $4.4

million were in line with the quarter a year ago;

- During the quarter a gain of $78.2 million on the sale of the

spectrum and broadcast licence to Inukshuk and restructuring

liabilities of $25.7 million were recognised. Restructuring

liabilities include, among other things, site restoration charges,

lease commitments, human resources restructuring and equity

cancellation payments. All of Look's equity cancellation payments,

covering the cancellation of all outstanding SAR units and options to

purchase Look shares, amounting to approximately $9 million are

contingent on Look receiving the second non-refundable instalment of

$20 million from Inukshuk no later than December 31, 2009 as

contemplated above. The equity cancellation payments in respect of

the cancellation of UBS' SAR units, amounting to approximately $2

million, are contingent upon adequate cash resources being available.

In the event of a change of control, the equity cancellation payments

for Look become payable within three business days following the

effective date of the change of control;

- Upon providing for the sale of the spectrum and broadcast licence,

Look completed a review of the carrying amount of its property and

equipment and determined that certain network-related property and

equipment was carried at an amount greater than its net recoverable

amount and, accordingly, recorded a non-cash write-down of $2.5

million; and

- EBITDA, as defined below, for the quarter ended May 31, 2009 was

negative $2.9 million.