Peeks Social Ltd. Establishes Independent Special Committee of the Board to Explore Acquisition of Assets

By July 25, 2017 May 29th, 2019 Press Releases

TORONTO, ON — (Marketwired) — 07/25/17 — Peeks Social Ltd. (TSX VENTURE: PEEK)(OTCQB: PKSLF) (“Peeks” or the “Company”) is pleased to announce that it has established an independent special committee of its Board of Directors to explore and seek to negotiate the potential acquisition of certain assets of Corporation (“Personas”) pertaining to the Peeks Social service which are currently governed by a technology platform licensing agreement.

Peeks entered into a technology licensing agreement with Personas on August 14, 2015, pursuant to which Personas agreed to pay the Company a licensing fee equal to 10% of the gross revenue earned by Personas through the use of the Company’s platforms (the “Licensing Agreement”). The Licensing Agreement was subsequently amended in October 2016 to increase the licensing fee payable to the Company from 10% to 30% of the gross revenues earned by Personas through the use of the Company’s platforms. The Licensing Agreement formed the foundation for the product initiative “Peeks Social”, a live-streaming social commerce service currently available for download in the iOS and Android app stores.

The Company’s goal and the mandate of the independent special committee is to pursue the acquisition of the underlying intellectual property and technology assets relating to the Peeks Social product in consideration for a compensation package to be negotiated between the Company and Personas. If successful, the acquisition of the licensed technology supporting the Peeks Social product would result in the Company having an up to 100% interest in the Peeks Social product.

Personas is a private company controlled by Mr. Mark Itwaru, Chairman & CEO of the Company, and a subsidiary of Riavera Corp., a significant shareholder of the Company, which collectively own an aggregate of 18,602,388 common shares of the Company, representing 30.0% of the issued and outstanding shares of the Company. As a transaction between the Company and Personas may be considered to be a “related-party transaction” pursuant to the rules of the TSX Venture Exchange and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, any such agreement between the Company and Personas for the Company to acquire assets relating to the Peeks Social product may be subject to minority shareholder approval, as well as TSX Venture Exchange approval. Mr. Itwaru has recused himself from the negotiations as a result of his interest in Personas.

There can be no assurance that this exploration process between the Company and Personas will result in any transaction. There is no set timetable with respect to the independent special committee’s review, and the Company may not make further public comment regarding these matters unless and until the independent special committee approves a specific action or otherwise concludes its review.

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 news release.

Forward-Looking statements:

The information and statements in this news release contain certain forward-looking information relating to a potential asset acquisition or similar transaction which has not yet been structured or committed to. 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. Peeks Social Ltd.’s forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, Peeks Social Ltd. undertakes no obligation to publicly update or revise any forward-looking information.

For further information, please contact:

Peeks Social Ltd.
Mark Itwaru
Chairman & Chief Executive Officer

Source: Peeks Social Ltd.