Primary Petroleum Files Filing Statement on SEDAR Regarding Proposed Transaction With Keek Inc.
04 February 2014 - 1:00AM
Marketwired
Primary Petroleum Files Filing Statement on SEDAR Regarding
Proposed Transaction With Keek Inc.
CALGARY, ALBERTA--(Marketwired - Feb 3, 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, and January 21, 2014, Primary is
pleased to announce that it has filed its filing statement dated
January 29, 2014, (the "Filing Statement") on SEDAR
(www.sedar.com), pursuant to TSX Venture Exchange requirements, in
connection with its previously announced proposed transaction with
Keek Inc. ("Keek"), whereby Primary will carry on the business of
Keek and become the "Resulting Issuer".
The Filing Statement is the disclosure document that outlines
the details of the reverse take-over ("RTO") and a change of
business ("COB") for Primary, information about Primary,
information about Keek and its business, including audited
financial statements for both parties and pro forma financial
statements, information about the proposed board and management of
the Resulting Issuer and details regarding securities to be
escrowed, the number of securities outstanding and all convertible
securities. Readers of this release are strongly encouraged to
review the information in the Filing Statement.
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 transaction; and (d) a
resolution authorizing Primary's directors to sell all of the oil
and gas assets of the Corporation. For information concerning the
Keek and the Resulting Issuer please refer to the Filing Statement.
Keek will also hold a meeting of its shareholders on March 4, 2014
to approve an amalgamation with a subsidiary of Primary.
As disclosed in the press releases dated November 19 and
December 23, 2013, Primary has issued $1.6 million in secured loans
to Keek (the "Loans"). Primary advanced the final $1 million today
in accordance with its agreement with Keek. 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 with or in priority to the other secured debt of Keek.
The closing of the transaction is subject to the satisfaction or
waiver of terms and conditions, customary or otherwise, including
but not limited to acceptance by the TSXV of the transaction,
requisite shareholder approval of both Primary and Keek and other
applicable approvals. There can be no assurance that the
transaction will be completed as proposed or at all. Subject to
receipt of the necessary approvals and meeting the conditions of
the TSXV as set out in the conditional acceptance, Primary
anticipates closing the transaction on or about March 4, 2014.
About Keek
Keek, a private Ontario company founded in 2010, has established
a global, social video community in more than 100 countries and
with over 64 million registered users sharing "keeks." A "keek" is
a 36 second video message and text that is shared with others using
smart phones, tablets and webcams. One of Keek's unique features is
its "keekbacks" which enable users to respond to keeks with a keek.
Currently the Keek platform is a free service. Keek's marketing
strategy is designed to sustain and grow its community of users and
level of user engagement. Keek's short term future intent is to
implement a monetization model which may include online and in-app
advertising, sponsorship and product sales. See the Filing
Statement for more information on Keek and the Resulting
Issuer.
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
transaction, Primary intends to dispose of its oil and gas
assets.
Completion of the transaction 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.
Primary Petroleum CorporationMike MarrandinoPresident &
CEO(403)
930-3224mike@primarypetroleum.comwww.primarypetroleum.comKeek
Inc.Gerry Feldman, CPA, CAInterim CEO(416)
606-7655gerry@keek.comwww.keek.com
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