Peeks Social Completes Personas Acquisition
08 5월 2018 - 8:00PM
Peeks Social Ltd. (TSXV:PEEK) (OTCQB:PKSLF)
(“Peeks Social” or “the Company”) is pleased to
report that further to its press release dated February 5, 2018,
the acquisition of Personas.com Corporation (“Personas”) has been
completed pursuant to an amalgamation agreement between Peeks
Social, a wholly-owned subsidiary of Peeks Social (“Peeks Social
Subco”), Personas, Riavera Corp. (“Riavera”), and a wholly-owned
subsidiary of Riavera (“Riavera Subco”). Articles of
amalgamation to amalgamate Peeks Social Subco, Personas, and
Riavera Subco were filed on May 2, 2018, resulting in the creation
of a single wholly-owned subsidiary named Peeks Social Technologies
Holding Inc. (the “Transaction”).
Shareholders of both Peeks Social and Personas
overwhelmingly approved the Transaction as reported on April 19 and
May 2, 2018. The closing of the Transaction has resulted in the
acquisition of the technology assets of the Peeks Social
livestreaming product and in the Company receiving 100% of the
gross revenue generated by these assets. Details of the
Transaction can be found in the Company’s Information Circular
dated March 19, 2018, as posted under the Company’s profile on
SEDAR.
Prior to the Transaction, Personas was a private
company controlled by Mr. Mark Itwaru, Chairman & CEO of the
Company. Riavera is an existing “Control Person” of the Company
within the meaning of the rules and policies of the TSX Venture
Exchange, and is a significant shareholder of the Company and a
related party to Personas prior to the Transaction. Collectively
and immediately prior to the Transaction these parties owned an
aggregate of 15,602,388 common shares of the Company, representing
24.0% of the issued and outstanding shares of the Company
pre-Transaction (non-diluted).
To effect the Transaction the Company issued
175,150,454 common shares to the shareholders of Personas and
Riavera Subco (including 61,340,322 issued to Mr. Mark Itwaru,
55,346,527 issued to Riavera, and 1,245,492 issued to certain
directors and officers of the Company) on May 7, 2018, at a
negotiated price of $0.7308 per share. The closing price of the
Company’s common shares on the TSX Venture Exchange on May 7, 2018,
was $0.395. The Company now has 240,126,725 issued and outstanding
common shares.
Following the Transaction, Mr. Mark Itwaru and
Riavera collectively own an aggregate of 132,289,237 common shares
of the Company, representing 55% of the issued and outstanding
common shares of the Company (non-diluted). This ownership
position, being over 50% of the outstanding voting common shares,
provides Mr. Itwaru with the sole ability to determine who is
elected as directors of the Corporation. As a majority shareholder,
there may be conflicts of interest that arise between Mr. Itwaru
and the Corporation.
The Peeks Social app can be downloaded in either
the Apple or Google app stores or by visiting www.peeks.social
For further information, please contact:
Peeks Social Ltd.Mark
Itwaru
Chairman &
Chief Executive Officer
416-815-7000 x303
mark@peeks.com
David VinokurovDirector Investor
Relations416-716-9281davidv@peeks.com
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.
Peeks Social (TSXV:PEEK)
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