|By Marketwired .||
|December 23, 2013 03:39 PM EST||
CALGARY, ALBERTA -- (Marketwired) -- 12/23/13 -- 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.
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.
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.
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.