TORONTO, ON — (Marketwired) — 01/21/16 — Keek Inc. (TSX VENTURE: KEK) (OTCQX: KEEKF), a leading global mobile video social network featuring a unique 36 second video format with over 75 million registered users, today announced it proposes to complete a non-brokered private placement of up to 6,000,000 units at a price of $0.25 per unit to raise proceeds of $1,500,000. Each unit is comprised one common share and one common share purchase warrant of Keek. Each warrant entitles the holder to purchase one common share of the company, at a price of $0.30 per share for a period of 12 months. The common shares issued pursuant to the private placement bear a 4 month hold period. The private placement proceeds will be used by Keek for implementation of the licensing agreement with Personas.com Corporation, as well as for general corporate purposes.
Riavera Corp. (“Riavera”) has agreed to purchase 4,000,000 Units under the private placement at a price of $1,000,000, subject to receipt of shareholder approval for the creation of Riavera as a control person of Keek. Keek proposes to hold an annual and special shareholders’ meeting on March 11, 2016, to seek approval for the creation of Riavera as a control person, among other more routine matters. Keek proposes to close the private placement immediately following the shareholders’ meeting, subject to receiving an affirmative vote from shareholders.
In addition, as a result of the completion of the private placement, the $3,000,000 principal amount of 7% secured notes due March 1, 2017 held by Riavera (the “Note”), as well as all accrued interest, will automatically convert according to its terms, into common shares of Keek at a price of $0.25 per share. Principal and interest accrued on the Note to March 11, 2016 (being the expected closing of the private placement), will equal approximately $3,441,083 and would result in the issuance by Keek of approximately 13,764,332 common shares. The common shares will be subject to a four month hold period from the date of issue.
Prior to giving effect to the current private placement, Riavera, together with its subsidiary, Personas.com Corporation, currently owns or controls, 3,000,000 common shares of Keek (representing 12.3% of Keek’soutstanding common shares on a undiluted basis), 3,000,000 warrants each exercisable to purchase one Keekcommon share, 300,000 options each exercisable to purchase one Keek common share and the Note. Following conversion of the Note and completion of the proposed private placement, Riavera will own or control 20,764,332 common shares (representing 49.26% of Keek’s then outstanding common shares on an undiluted basis), 7,000,000 warrants each exercisable to purchase one Keek common share and 300,000 options each exercisable to purchase one Keek common share, representing in aggregate, 56.74% of the outstanding common shares of Keek on a partially diluted basis. Riavera has provided an undertaking to the TSX Venture Exchange (“TSXV”) that it will not exercise any of its securities so as to become a control person of Keek until Keek has obtained shareholder approval for same.
Both the proposed private placement of 4,000,000 Units and the debt conversion pursuant to the Note are subject to acceptance from the TSXV.
Keek also announces the appointment of Fareed M. Amin to the board of directors and the resignation of Ron Hulse. The board of directors thanks Mr. Hulse for his dedication over the past year, and looks forward to our continued involvement with Mr. Hulse as he oversees the roll out of the Trivia4Good app.
Mr. Amin has over 26 years of distinguished service in the public sector. Mr. Amin held progressively responsible positions in the Government of Ontario including Deputy Minister and Assistant Deputy Minister of Energy and infrastructure; Agriculture, Food and Rural Affairs; Municipal Affairs and Housing; Consumers Services; Economic Development and Trade; Citizenship and Immigration; intergovernmental affairs; and Small business and Entrepreneurship.
Keek is a leading mobile video social network with over 75 million registered users. Keek is easy to use, fast and personal. With Keek, members around the world create and interact with videos up to 36 seconds in length and 111 characters of accompanying text, in either public or private views. Keek makes it simple for anyone to instantly create, distribute, discover and react to content in real-time across mobile devices and the web. The Keek app is available in over 190 countries across 6 global regions, and in 36 languages.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction where such offer, solicitation, or sale would be unlawful.
Forward looking statements:
The information and statements in this news release contain certain forward-looking information relating to the proposed issuance of common shares pursuant to a private placement, the circumstances under which secured notes may be converted into common shares and the timing for the holding of a shareholder meeting. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. Keek’s forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, Keek undertakes no obligation to publicly update or revise any forward-looking information.
For further information, please contact:
Gerry Feldman, CPA, CA
Director of Keek
CEO and Chairman of Personas
416-815-7000, ext 320
Source: Keek Inc.