Primary Petroluem Signs Amalgamation Agreement With Keek Inc.
24 December 2013 - 7:38AM
Marketwired
Primary Petroluem Signs Amalgamation Agreement With Keek Inc.
CALGARY, ALBERTA--(Marketwired - Dec 23, 2013) - Primary
Petroleum Corporation (TSX-VENTURE:PIE)(OTCQX:PETEF) ("Primary" or
the "Corporation"), a junior oil and gas company, is pleased to
announce that it, along with a wholly-owned subsidiary of Primary
("Primary Subco"), have entered into a definitive agreement (the
"Amalgamation Agreement") with Keek Inc. ("Keek") dated December
20, 2013, pursuant to which Primary Subco will amalgamate (the
"Amalgamation") with Keek.
The Amalgamation is structured as a three-cornered amalgamation
and, as a result, the amalgamated corporation ("Amalco") will
become a wholly-owned subsidiary of Primary on closing and the
former holders of Keek will become shareholders of Primary and
receive common shares of Primary on a one-for-one basis. Under TSX
Venture Exchange ("TSXV") policy, the Amalgamation will constitute
a reverse take-over ("RTO") and a change of business ("COB") for
Primary. Primary will be applying to the TSXV for conditional
approval to have the common shares of the Resulting Issuer (as
defined below) listed for trading on the TSX following the
Amalgamation ("Resulting Issuer Shares"). Primary anticipates
closing the Amalgamation in early March, 2014. Immediately after
the completion of the Amalgamation, on a non-diluted basis, Primary
shareholders will own approximately 44.6% (149,507,705 shares) and
Keek shareholders will own approximately 55.4% (185,423,250 shares)
of the combined Resulting Issuer Shares.
Shareholder Approval
Primary intends to schedule an annual general and special
meeting of its shareholders to approve, among other items: (a) the
RTO and COB; (b) a name change to Keek Inc. or such other name as
is agreed to by Primary and Keek; (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 the oil and gas assets of
the Corporation.
In addition, Keek will hold a meeting of its shareholders to
approve the Amalgamation.
Loans to Keek
As disclosed in the press release dated November 19, 2013,
Primary has agreed to issue loans to Keek upon the completion of
certain milestones of the Amalgamation. Primary issued a loan (the
"First Loan") to Keek for $600,000 on November 19, 2013 following
execution of the LOI. A second loan of $1,000,000 (the "Second
Loan") was issued to Keek on December 20, 2013, concurrently with
the execution of the Amalgamation Agreement. An additional loan of
$1,000,000 (the "Third Loan" and collectively with the First Loan
and the Second Loan, the "Loans") will be granted to Keek on the
date that the TSXV consents to 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.
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.
About Keek
Keek, a private Ontario company founded in 2011, has established
a global social video community with over 60 million registered
users sharing "keeks." A "keek" is a short video message that is
shared with others. Keeks can be replied to with a "keek back".
Keek has other unique features and continues to develop its user
base and platform. Since inception, Keek has raised over $30
million in private capital.
About Primary
Primary is a junior oil and gas company engaged in exploration
and development activities in NW Montana and currently holds
substantial land positions in both an unconventional and
conventional oil play. To learn more about us, please visit our
website at: www.primarypetroleum.com.
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 Proposed Transaction will be completed in
the estimated time frame or at all 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.
Primary Petroleum CorporationMike MarrandinoPresident &
CEO(403)
262-3132mike@primarypetroleum.comwww.primarypetroleum.comKeek
Inc.Gerry FeldmanDirector(416)
606-7655feldman@pinetreecapital.com
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