|By Marketwired .||
|May 15, 2014 03:53 PM EDT||
MONTREAL, QUEBEC -- (Marketwired) -- 05/15/14 -- Peak Positioning Technologies Inc. (TSX VENTURE:PKK) ("Peak" or the "Company") today announced that it has concluded its due diligence, has filed the necessary documents with the TSX Venture exchange related to its planned acquisition of the assets associated with Quickable marketplace, and has set a closing agenda to close on the transaction on June 13, 2014.
Peak and Quick Technologies LLC ("Quick Tech"), the current owner of Quickable, are working diligently to draft and execute the necessary legal documents to officially transfer the Quickable assets to Peak. As compensation for the Quickable assets, Quick Tech will receive from Peak, at the closing of the transaction, CAD$200,000 in cash, CAD$200,000 in interest-free promissory notes and 20 million Peak shares at a deemed price of CAD$0.05 per share for a total consideration at closing of CAD$1.4 million. Quick Tech will also receive 5% of the top-line revenues generated by the Quickable.com assets through the end of calendar year 2016 up to a maximum of CAD$600,000 in cash, bringing the total compensation payable to Quick Tech for the Quickable.com assets to CAD$2 million.
"We view Quickable as a key component of our strategic plan going forward, particularly for its potential in the fast-growing Chinese mobile e-commerce market", said Johnson Joseph, President and CEO of Peak. "With that in mind, we strongly believe that this transaction is structured in a way that creates a win-win situation for both Peak and Quick Tech, and that it will ultimately bring significant value to all Peak shareholders", concluded Mr. Joseph.
Debt Settlement with Newfield Partners LLC
Peak also announced that it has settled a "shares for debt" transaction with Newfield Partners LLC ("Newfield"). On May 12, 2014, Peak issued 1,670,040 common shares to Newfield at a deemed price of $0.05 per share to repay $83,502 worth of short-term notes payable to Newfield, which matured on April 30, 2014.
Pursuant to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 Respecting protection of minority security holders in special transactions ("MI 61-101"), the debt settlement transaction constitutes a "related party transaction" as Newfield is controlled by Mr. David Kugler (the "Related Party"), who is a member of Peak's Board of Director. In reviewing the applicable valuation requirements under MI 61-101, Peak has determined that the exemption set out in subsection 5.5 (c) of MI 61-101 is applicable since the transaction is a distribution of securities of Peak to the Related Party for cash consideration. In addition, subsection 5.7(b) provides that a transaction meeting such criteria is also exempt from the minority shareholder approval requirement. Peak has not filed a material change report 21 days prior to the closing of the debt settlement transaction as no agreement to that effect was in place at that time.
About Peak Positioning Technologies Inc.:
Peak Positioning Technologies Inc. ("Peak"), (TSX VENTURE:PKK), is a management company whose wholly-owned subsidiary, Peak Positioning Corporation provides Web development services and develops mobile software platforms destined to mobile network operators worldwide. Peak aims to deliver value to its shareholders by assembling a portfolio of high-growth projects and companies in mobile, mobile e-Commerce, and Web development in North America and China. For more information: http://www.peakpositioning.com
Forward-Looking Statements / Information
This news release may include certain forward-looking information, including statements relating to business and operating strategies, plans and prospects for revenue growth, using words including "anticipate", "believe", "could", "expect", "intend", "may", "plan", "potential", "project", "seek", "should", "will", "would" and similar expressions, which are intended to identify a number of these forward-looking statements. Forward-looking information reflects current views with respect to current events and is not a guarantee of future performance and is subject to risks, uncertainties and assumptions. The Company undertakes no obligation to publicly update or review any forward-looking information contained in this news release, except as may be required by applicable laws, rules and regulations. Readers are urged to consider these factors carefully in evaluating any forward-looking information.
The TSX Venture Exchange has in no way passed upon the merits of this transaction and has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the contents of this press release.