Primary Petroleum Announces Closing of Reverse Take-Over and Changes Its Name to Keek Inc.
07 March 2014 - 6:37AM
Marketwired
Primary Petroleum Announces Closing of Reverse Take-Over and
Changes Its Name to Keek Inc.
CALGARY, ALBERTA--(Marketwired - Mar 6, 2014) - Primary
Petroleum Corporation "PIE" (the "Corporation")
(TSX-VENTURE:PIE)(OTCQX:PETEF) is pleased to report that it closed
the change of business and reverse take-over of the Corporation on
March 5, 2014, pursuant to an amalgamation agreement (the
"Amalgamation Agreement") among the Corporation, its wholly owned
subsidiary 2400964 Ontario Limited ("Primary Subco") and Keek Inc.
("Keek"). Pursuant to the Amalgamation Agreement, the Corporation
acquired all of the issued and outstanding shares of Keek by way of
amalgamation between Primary Subco and Keek. The amalgamated
company became a wholly owned subsidiary of the Corporation and the
former holders of Keek received one share of the Corporation for
each share of Keek held. In addition, the Corporation changed its
name to "Keek Inc."
A total of 99.97 % of the votes cast by disinterested
shareholders of the Corporation were in favour of the resolution to
approve the transaction with Keek and 100% of the votes cast by
shareholders of Keek approved the transaction. The new Board of
Directors was appointed consisting of John Jussup, Anthony
Lacavera, Jan Klein, Gerry Feldman and Mike Marrandino. Management
consists of Mike Marrandino as President and CEO, Troy Fraser, COO,
Warren Goldberg, CFO, Roger Rai VP Business Development and Ariane
Young, Secretary. Additional details regarding Keek's management
and Board of Directors can be found in the Filing Statement dated
January 29, 2014, relating to the transaction filed on SEDAR at
www.sedar.com. In connection with the transaction, the
Corporation's financial year-end has also changed from May 31st to
February 28th and Collins Barrow Toronto LLP was appointed as
auditors.
On January 30, 2014, the TSX Venture Exchange (the "TSXV")
issued its conditional acceptance for the change of business and
reverse take-over and the listing of the combined company on the
TSXV as a Tier 1 Issuer. Completion of the transaction was subject
to a number of conditions, including, but not limited to the
approval of transaction by the disinterested shareholders of the
Corporation and the approval of the Amalgamation by the
shareholders of Keek.
The completion of the transaction is subject to final acceptance
by the TSXV. As a result of completing the transaction, the
Corporation will have 342,668,113 common shares issued and
outstanding on a non-diluted basis. The shares are expected to
commence trading on the TSXV under the ticker symbol "KEK" on or
about Monday, March 10, 2014, following issuance by the TSXV of its
final exchange bulletin confirming the completion of the
transaction and its final approval of the listing.
About Keek
Keek is a global interactive video content network which at a
click of a button allows users to distribute its content in real
time. A Keek is a short video (up to 36 seconds) and 111 characters
of accompanying text that can be enabled thru the web, IOS,
Android, Window 8 and BlackBerry 10 mobile platforms. Users can
interact on Keek directly with other users through "keekbacks", the
platform's unique ability to respond to a keek (short video) with a
keek. These interactions can occur in either a public or private
view. Private sessions can include up to 35 others.
Since launching its product in 2011, Keek's community has grown
to over 65 million registered users across 6 global regions, with
no particular geographic area contributing more than 25% to the
total user community. The Keek platform is available in up to 36
languages and allows users to link to their other social platforms,
including Facebook, Twitter, Tumblr, Instagram, Google+, and Line
profiles. Users include celebrities, brands, athletes, journalists,
sports teams, and media outlets. Keek's users currently create
approximately 60 thousand keeks (i.e. short videos) and
approximately two million visits every day.
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. 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.
Forward-Looking Statements
This news release contains forward-looking statements
relating to the timing and completion of the final approval of the
transaction, the future operations of Keek 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 future plans and
objectives of Keek, 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 Keek's expectations are risks detailed from
time to time in the filings made by Keek 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 Keek. As a result, Keek cannot
guarantee that final acceptance by the TSXV will be granted 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 Keek will update or revise
publicly any of the included forward-looking statements as
expressly required by Canadian securities law.
Keek Inc.Mike MarrandinoPresident & CEO(416)
639-5225mike@keek.com
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