Primary Petroleum Provides Further Details on Propoposed Transaction With Keek Inc.
Jan 21, 2014
OTC Disclosure News Service
– Primary Petroleum Provides Further Details on Propoposed Transaction With Keek Inc.
CALGARY, ALBERTA–(Marketwired – Jan 21, 2014) – Primary Petroleum Corporation “PIE” (“Primary” or the “Corporation“) (TSX VENTURE:PIE)(OTCQX:PETEF) – Further to its press releases dated November 19 and December 23, 2013, Primary is pleased to provide additional information concerning its proposed transaction with Keek Inc. (“Keek“). The transaction is structured as a three-cornered amalgamation (the “Amalgamation“) and, as a result, the amalgamated corporation (“Amalco“) will become a wholly-owned subsidiary of Primary at the closing of the Amalgamation. Under TSX Venture Exchange (“TSXV“) policy, the Amalgamation will constitute a reverse take-over (“RTO“) and a change of business (“COB“) for Primary, as Primary will become the “Resulting Issuer” and carry on the business of Keek. Primary has applied to the TSXV for conditional acceptance to have the common shares of the Resulting Issuer listed for trading on the TSXV following the Amalgamation (“Resulting Issuer Shares“). Depending upon the timing for receipt of consent from the TSXV to mail a circular to its shareholders, Primary anticipates closing the Amalgamation on or about March 31, 2014.
Primary’s common shares were halted on November 18, 2013, in connection with the announcement of the Amalgamation. Primary’s common shares are expected to resume trading on or about January 23, 2014.
About Keek
Founded in 2010, Keek is a global interactive video content network, enabled over the Internet and on mobile devices around the World. Keek launched its website in July 2011, and launched its mobile interactive apps in July 2011 for IOS, August 2011 for Android, March 2012 for Blackberry 10, and Windows Phone in June 2013. Mobile devices have become the primary driver of Keek’s business and is core to the value created for its users. Available in up to 36 languages on Keek’s platform developed for iPhone, Android, Blackberry 10 and Windows 8, Keek’s users engage on Keek in all corners of the world.
Keek’s interactive video content network is distinguished by its simplicity: videos are limited to 36 seconds of video and 111 characters of accompanying text. Such constraints make it easy for anybody to instantly create, distribute, discover and react to content across web and mobile devices. Since launching its product in 2011, Keek’s community has grown to over 63.8 million registered users across 6 global regions, with no particular geographic area contributing more than 25% to the total user community. Users include celebrities, brands, athletes, journalists, sports teams, and media outlets. Keek’s users currently create approximately 60 thousand keeks (i.e. short videos) and 600 thousand interactions every day.
The Keek platform provides two tiers of connections – followers and subscribers – to allow users to more easily create and discover content they care about the most. A user can follow or subscribe to whomever they like and users can be discovered and followed by millions of other users, enabling their content to be widely distributed to a broad audience. Content is distributed in real time with the click of a button. Users can interact on Keek directly with other users through “keekbacks”, the platform’s unique ability to respond to a keek (short video) with a keek. These interactions can occur in either a public or private view. Private sessions can include up to 35 others. The Keek platform also allows users to link to their other social platforms, including Facebook, Twitter, Tumblr, Instagram, Google+, and Line profiles.
Currently the Keek platform and community is a free service. Having demonstrated through its 63.8 million registered users that a global video-centric social network will attract audiences over the past 30 months, the next milestones for Keek are to complete its native ad products and to implement a sound revenue model. Keek is currently working with media buyers, advertisers and service providers to develop online and in-app advertising, sponsorship and product sales. Future revenue opportunities are also being evaluated, such as in-app music, movies, stickers and games. In addition, the on-going development of the platform will address new features based on innovation, user feedback, competitive pressures, organizational goals and market trends. Keek’s mobile strategy stays current with the latest mobile and smartphone devices to ensure that, whatever the device, Keek’s video platform is at the user’s fingertips.
Keek’s Selected Financial Information:
Selected financial information for Keek for the years ended Feb 28, 2013 and February 29, 2012, for the period ended February 28, 2011 (which has been audited) and for the six months ended August 31, 2013 (which has been prepared by Keek’s management), is as follows.
For the six months ended
31-Aug-13
For the years ended February 28,
2013
2012
2011 (1)
Net and comprehensive loss
(13,079,219
)
(15,018,642
)
(4,161,679
)
(753,532
)
Total assets
9,334,354
13,552,713
2,445,310
282,119
Long term liabilities
434,030
892,462
45,750
126,071
Total liabilities
5,360,512
2,805,456
153,021
445,549
Shareholder’s Equity
3,973,842
10,747,257
2,292,290
(164,430
)
(1) From March 5, 2010 (date of incorporation) to February 28, 2011
Proposed Board of Directors and Management
Subject to shareholder and TSXV approval, the proposed Board of Directors for the Resulting Issuer will consist of the below five members, four of whom are currently considered as independent of management. A majority of the proposed directors have significant experience with publicly listed companies.
John Jussup, LLB
John Jussup has 30 years’ experience as a corporate legal advisor, with his most recent position as General Counsel Corporate Secretary to the Bank of Canada (since 2009). He has extensive experience in advising boards and senior management on various matters including risk management and corporate governance. He graduated from the Royal Military College of Canada with a Bachelor of Arts degree (Hons.) and obtained his LLB from Queens University.
Jan Klein, CPA
Jan Klein is currently Chief Financial Officer of MCT Worldwide (since June 2013), a leading test equipment supplier to the semiconductor industry. He was a Senior Vice President at Poynt Corporation from October 2010 to August 2013, a company with a local search mobile App as its main product, that was acquired by Sprylogics International Corp. Prior to that he enjoyed an 8 year teaching career at Stevens Institute of Technology’s Howe School of Technology Management. Jan spent 5 years as Vice President of Equity Research as a sell-side analyst at Morgan Stanley Dean Witter covering wireless and Internet firms. Prior to that he held senior management roles in finance and/or business development at ATT Wireless, Geotek Communications, Inc., a company that provided mobile logistics systems operated over its proprietary network, US Wireless and Qualcomm Techologies Inc., both providers of wireless technology and services. Jan holds a Bachelor of Science in Aerospace Engineering from The Pennsylvania
State University, an MBA in Finance from George Washington University, an Executive MBA from Cornell University and an Associate Degree in Accounting from the University of Pittsburgh. He is a Certified Public Accountant in New Jersey and holds a Series 7/General Securities License issued by the Financial Industry Regulatory Authority in the United States (formerly the National Association of Securities Dealers).
Anthony Lacavera
Anthony Lacavera, until recently was Chairman and CEO of the Globalive Communications Corporation, a company that has invested in numerous companies in the Internet, Communications and Technology sectors since 2000, and a provider of wireless phone services in Canada through Wind Mobile. Anthony founded Globalive in 1998 and co-founded Wind Mobile in 2008. In January 2013, Anthony founded Globalive Capital, an investment fund that will focus on technology, media and telecommunications start-ups.
Anthony was named CEO of the Year in Canada for 2010 by the Globe and Mail’s Report on Business Magazine and was named one of Canada’s Top 40 Under 40 in 2006. Under Anthony’s leadership Globalive has received numerous best in business awards, including ranking #1 on Profit Magazine’s 2004 list of Canada’s 100 fastest growing companies, one of Canada’s 50 Best Managed Companies for 9 consecutive years, and twice listed as one of Canada’s 30 Best Workplaces. Anthony was named an Honorary Fellow of St. Michael’s College at the University of Toronto in 2012, and named to the University of Toronto’s Engineering Hall of Distinction in 2013.
Gerry Feldman, CPA, CA
Gerry Feldman, CPA, CA, is a Chartered Accountant. He has 30 years of merger and acquisition, corporate finance and financial experience and sits on numerous public company boards. Currently Gerry is Vice President of Corporate Development and Chief Financial Officer of Pinetree Capital Ltd., Chief Financial Officer of Brownstone Energy Inc., and Chief Financial Officer of Mega Uranium Ltd. Before joining Pinetree, Mr. Feldman was a senior Partner in a number of accounting firms where he provided services to clients, specializing in audits for public companies, securities dealers and mutual fund dealers. He is currently a senior partner at DNTW Toronto LLP Chartered Accountants. Gerry holds a Bachelor of Arts from York University and a Bachelor of Commerce from the University Of Windsor. Gerry is the interim CEO and Director of Keek.
Michele (Mike) Marrandino (57) – President CEO Director
Mike Marrandino has over 25 years’ experience in the capital markets within a variety of industries. His independent management consulting services focused on fund raising, corporate communications, marketing and MA. Mike was one of the founders in Chartwell Technology Inc., an online gaming software company that was one of the first movers to license its software to the online gaming industry. Mike’s main responsibility was the licensing of the online gaming software platform.
His most recent experience was the founding director, President CEO of Primary, a land based oil gas company that was successful in accumulating one of the largest land positions in the new oil bearing discovery area called the Southern Alberta Basin. Mike is also an independent director and sits on both the audit and compensation committee of Niogold Mining Corp., a junior gold mining company with its main projects located in the Cadillac – Malartic – Val-d’Or region of the Abitibi gold mining district in Quebec. Mr. Marrandino is a graduate of BCIT in both mechanical and industrial engineering technology.
Management of the Resulting Issuer:
Following is a description of the proposed management of the Resulting Issuer:
Michele (Mike) Marrandino (57) – President CEO Director
(See description above).
Warren Goldberg, CPA, CA (46) – Chief Financial Officer
Warren Goldberg is a Chartered Accountant and licensed public accountant and a partner in the Toronto based accounting firm of Schwartz Levitsky Feldman, LLP (“SLF“) which he joined in January 2000. Warren’s practice at SLF involves audits of public companies, both in Canada and United States. He has served as director of Leo Acquisitions Corp. (TSXV:LEQ.H), a capital pool company, since February 7, 2011 and as Chief Financial Officer of Sonoma Capital Inc., a non-listed reporting issuer that is seeking business opportunities, since June 21, 2010. Warren holds a Bachelor of Business Administration degree from York University and a Chartered Accountant degree from the Institute of Chartered Accountants of Ontario (ICAO).
Troy Fraser (44) – Chief Operating Officer
Troy Fraser is currently the Chief Operating Officer at Keek. Troy has 16 years of software and services leadership experience. Prior to joining Keek, Troy was with GS1 Canada, a not-for-profit national product registry, barcode licensing and electronic data standards organization, as the Vice President, Marketing, focusing on digital marketing and communications to educate Canadian business in the use of standards. Troy also held the role of General Manager, eCommerce with Grand Toy Limited, and Executive Vice President of Operations with Novator Systems Inc., a company which provides e-commerce platforms. Troy has delivered complex, customized e-commerce websites and provided managed services for companies such as American Express International, Brookstone, FTD, Sirius/XM and many others. Troy has 15 years of product management experience. He graduated with a BA in Political Science from Laurentian University.
Rajiv (Roger) Rai (44) – Vice President, Business Development
Roger Rai is currently the Vice President, Business Development, Keek Inc. and was employee #4 at Keek in 2010. Roger also works with the owner/controlling shareholder of Rogers Communications Inc. In this role Roger oversees and advises on many corporate issues which range from operational to Board and corporate governance affairs. In addition Roger assists in the sports ownership affairs of Rogers Communications and was responsible for the acquisition of the Toronto Blue Jays and is part of the ownership group attempting to acquire and move the Buffalo Bills to Toronto.
Roger was also the Director of Development at C.O.R.E. Feature Animation who produced the children animation movie called “The Wild”. Previously Roger was the founder and VP, Business Development of Fastvibe Inc., a web casting company that provides rapid transmission of client content worldwide via the internet. Roger also held various managerial positions at Rogers Cablesystems and Rogers Wireless, Canada’s largest communications company. Roger currently is an advisor to Chobani, Inc., a retail food services company, and is the founder and on the board of the ONEXONE foundation, a child wellness focused charitable organization. Roger holds a Bachelor of Arts from the University of Western Ontario.
Ariane Young (46) – Corporate Secretary
Ariane Young is a partner at the law firm of TingleMerrett LLP, a Calgary-based corporate law firm. Ariane has 20 years experience in the securities and corporate law industry and has acted for numerous Canadian and International public and private corporations, including oil and gas, software, bio-technology, technology and industrial issuers. Ariane has been with TingleMerrett LLP since 2006, prior to which she was an associate with Burnet, Duckworth Palmer LLP (2004 to 2006) and a partner at Parlee McLaws LLP (from 2000) starting as an associate in 1994. Ariane holds a Bachelor of Arts (Hons.) in Philosophy and Political Science and obtained her LLB from the University of British Columbia.
About the Amalgamation
Shareholder Approval
Subject to the obtaining the consent of the TSXV to mail its circular to its shareholders, Primary has called an annual general and special meeting of its shareholders for March 4, 2014, to consider and approve, among other items: (a) the RTO and COB to the business of Keek; (b) a name change to Keek Inc.; (c) the appointment of the directors of the Corporation following the closing of the Amalgamation (the “Resulting Issuer“) and (d) a resolution authorizing Primary’s directors to sell all the oil and gas assets of the Corporation. Keek will hold a meeting of its shareholders on March 4, 2014 to approve the Amalgamation.
Consideration
Under the terms of the Amalgamation Agreement, each holder of Keek Shares (to be defined as the Keek Common Shares and the Keek Preferred Shares) (except for Keek shareholders that have validly exercised their dissent rights in connection with the special resolution approving the Amalgamation) shall exchange their Keek Shares for Resulting Issuer Shares instead of common shares of Amalco, on the basis of one (1) fully paid and non-assessable Resulting Issuer Share for every one (1) Keek Share held. The parties anticipate the Amalgamation will involve the issuance of 190,538,250 shares at a valued of $0.10 per Resulting Issuer Share, resulting in total deemed consideration paid to the holders of Keek Shares of $19,053,825.
Further, subject to receipt of all required regulatory approvals, each holder of options or warrants issued by Keek (“Keek Options” and “Keek Warrants“, respectively) outstanding immediately before the effective date of the Amalgamation shall exchange such Keek Options or Keek Warrants, as the case may be, for options and warrants, as applicable, of the Resulting Issuer on the same terms as the original Keek Options or Keek Warrants.
The table below illustrates the number of Resulting Issuer Shares outstanding and reserved for issuance following the Amalgamation.
Number of
Securities
Percentage of total number of
Resulting Issuer Shares outstanding
following the Amalgamation
(undiluted)
(fully-diluted)
Primary Shares outstanding
148,207,705
43.5%
39.8%
Resulting Issuer Shares to be issued as consideration for the Keek Shares
190,538,250
55.9%
51.2%
Total Resulting Issuer Shares(1)(undiluted)
340,745,955
100%
91.5%
Resulting Issuer Shares issuable upon exercise of the Primary Options(2)
10,117,500
–
2.7%
Resulting Issuer Shares issuable upon exercise of the Keek Options(3)
21,230,000
–
5.7%
Resulting Issuer Shares issuable upon exercise of the Keek Warrants
261,690
–
0.01%
Total Resulting Issuer Shares(1)(fully diluted)
372,355,145
100%
100%
Notes:
Includes 2,000,000 Primary Shares, issuable at a deemed price of $0.10 per share, on Closing to Alpha North Asset Management, a party at arm’s length to Primary and Keek, as a finder’s fee in connection with the Transaction, which represents 0.6% undiluted (0.5% diluted).
Primary options have an exercise price ranging from $0.29 to $0.66 and expire at dates ranging from July 16, 2015 to March 14, 2022.
Keek options include 3,850,000 shares at a price of $0.10 per share expiring January 23, 2019; options to purchase an aggregate of 900,000 shares at a price of $0.20 per share expiring as to 25% every 6 months starting on dates ranging from August 1, 2014 to February 1, 2016 and ending on dates ranging from June 1, 2016 to September 7, 2016; options to purchase an aggregate of 200,000 shares at a price of $0.50 per share expiring as to 25% every 6 months starting on dates ranging from March 14, 2015 to Apr 3, 2015 and ending on dates ranging from September 14, 2017 to October 3, 2017; and options to purchase an aggregate of 2,100,000 shares at a price of $1.00 per share expiring as to 25% every 6 mos. starting on dates ranging from Dec 27, 2015 to February 27, 2017 and ending on dates ranging from June 27, 2017 to August 27, 2018.
Loans to Keek
As disclosed in the press releases dated November 19th and December 23rd, 2013, Primary has issued $1.6 million in secured loans to Keek and is expected to advance an additional $1 million on the mailing of the management information circular of Primary to the Primary shareholders. The Loans each bear interest at a rate of 12% per annum and are due on April 25, 2014. Each of the Loans is secured by all of the assets of Keek and rank equally or in priority to other secured debt of Keek.
Sponsorship
Primary was granted an exemption by the TSXV from the sponsorship requirements in connection with the Amalgamation.
Principal Holders of Keek
The principal holders of Keek are Isaac Raichyk and Eve Kerzner, both of Ontario. Mr. Raichyk currently holds 17,850,000 Keek common shares (51% of the common shares) through his company Oddpot Inc., an Ontario company, and 7,650,000 Keek preferred shares (7.9% of the Keek preferred shares) through his company 1748297 Ontario Inc., an Ontario company. Eve Kerzner currently holds 17,150,000 Keek common shares (49% of the common shares) and 7,350,000 Keek preferred shares through 2393271 Ontario Inc. an Ontario company, and 3,600,000 Keek preferred shares through Telogin Inc., an Ontario company (11.3 % of the Keek preferred shares). Mr. Raichyk will receive an aggregate of 25,500,000 Resulting Issuer shares (7.5% of the Resulting Issuer – non-diluted). Ms. Kerzner will receive an aggregate of 40,100,000 Resulting Issuer shares (including 12,000,000 shares issuable upon the automatic conversion of Keek convertible notes held by 2393271 Ontario Inc. (11.8% of the Resulting Issuer – non-diluted).
Non-Arms Length Parties
Pinetree Capital Ltd. (“Pinetree“), beneficially owns, directly and indirectly, and has control or direction over 17,750,000 Primary Shares (12% non-diluted). Pinetree is an insider of Primary. Pinetree will also hold a total of 14,000,000 Keek Shares, comprised of 2,500,000 Keek Shares, it currently holds, an additional 9,000,000 Keek Shares it will receive pursuant to anti-dilution rights and 2,500,000 Keek Shares it will receive upon the automatic conversion of the convertible notes it holds (7.3% of Keek on a non-diluted basis, assuming issuance of all anti-dilution rights and conversion of all Keek convertible notes, except for notes held by Primary). Upon completion of the Amalgamation, Pinetree will receive 14,000,000 Resulting Issuer Shares as consideration for the Keek Shares held, bringing total ownership and/or control, together with its existing position in Primary, to 31,750,000 Resulting Issuer Shares (9.3% of the Resulting Issuer, non-diluted). The Primary shares and Keek Shares held by Pinetree will be excluded from the calculations of the shareholder votes conducted at the respective shareholder meetings held in connection with consideration of the transaction.
Conditions to Completion of the Amalgamation
The closing of the Amalgamation is subject to satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to, acceptance by the TSXV of the Amalgamation, requisite shareholder approval of both Primary and Keek and other applicable approvals. There can be no assurance that the Amalgamation will be completed as proposed or at all.
All information contained in this news release with respect to Primary and Keek was supplied by the parties respectively for inclusion herein and Primary and its directors and officers have relied upon Keek for any information concerning Keek.
About Primary
Primary is a junior oil and gas company which currently holds substantial land positions in both an unconventional and conventional oil play in NW Montana. Upon completion of the Amalgamation, Primary intends to dispose of its oil and gas assets.
Completion of the Amalgamation is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approvals from both Keek and Primary are obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the COB and RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Primary should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
Forward-Looking Statements
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations of Primary and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of Primary, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Primary’s expectations are risks detailed from time to time in the filings made by Primary with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Primary. As a result, Primary cannot guarantee that the Amalgamation will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Primary will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.
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Article source: http://www.otcmarkets.com/stock/PETEF/news?id=74623
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