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PRIMARY PETROLEUM PROVIDES FURTHER DETAILS ON PROPOSED TRANSACTION WITH KEEK INC.



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PRIMARY PETROLEUM CORPORATION

(TSX-V: PIE  OTCQX: PETEF)

For Immediate Release                                                                                                                 January 21, 2014

PRIMARY PETROLEUM PROVIDES FURTHER DETAILS ON
PROPOPOSED TRANSACTION WITH KEEK INC.

Calgary, Alberta, Canada – Primary Petroleum Corporation PIE” (“Primary” or the “Corporation”).  Further to its press releases dated November 19 and December 23, 2013, Primary is pleased to provide additional information concerning its proposed transaction with Keek Inc.

("Keek").  The transaction is structured as a three-cornered amalgamation (the "Amalgamation") and, as a result, the amalgamated corporation ("Amalco") will become a wholly-owned subsidiary of Primary at the closing of the Amalgamation.

 Under TSX Venture Exchange ("TSXV") policy, the Amalgamation will constitute a reverse take-over ("RTO ") and a change of business ("COB") for Primary, as Primary will become the “Resulting Issuer” and carry on the business of Keek.

Primary has applied to the TSXV for conditional acceptance to have the common shares of the Resulting Issuer listed for trading on the TSXV following the Amalgamation ("Resulting Issuer Shares").

 Depending upon the timing for receipt of consent from the TSXV to mail a circular to its shareholders, Primary anticipates closing the Amalgamation on or about March 31, 2014.

Primary’s common shares were halted on November 18, 2013, in connection with the announcement of the Amalgamation.  Primary’s common shares are expected to resume trading on or about January 23, 2014.

About Keek

Founded in 2010, Keek is a global interactive video content network, enabled over the Internet and on mobile devices around the World.

 Keek launched its website in July 2011, and launched its mobile interactive apps in July 2011 for IOS, August 2011 for Android, March 2012 for Blackberry 10, and Windows Phone in June 2013. 
Mobile devices have become the primary driver of Keek’s business and is core to the value created for its users.

 Available in up to 36 languages on Keek’s platform developed for iPhone, Android, Blackberry 10 and Windows 8, Keek’s users engage on Keek in all corners of the world. 

Keek’s interactive video content network is distinguished by its simplicity:  videos are limited to 36 seconds of video and 111 characters of accompanying text.  Such constraints make it easy for anybody to instantly create, distribute, discover and react to content across web and mobile devices.  Since launching its product in 2011, Keek’s community has grown to over 63.8 million registered users across 6 global regions, with no particular geographic area contributing more than 25% to the total user community.  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 600 thousand interactions every day.

The Keek platform provides two tiers of connections – followers and subscribers – to allow users to more easily create and discover content they care about the most.  A user can follow or subscribe to whomever they like and users can be discovered and followed by millions of other users, enabling their content to be widely distributed to a broad audience.  Content is distributed in real time with the click of a button.  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.  The Keek platform also allows users to link to their other social platforms, including Facebook, Twitter, Tumblr, Instagram, Google+, and Line profiles.

Currently the Keek platform and community is a free service.

 Having demonstrated through its 63.8 million registered users that a global video-centric social network will attract audiences over the past 30 months, the next milestones for Keek are to complete its native ad products and to implement a sound revenue model.  Keek is currently working with media buyers, advertisers and service providers to develop online and in-app advertising, sponsorship and product sales.  Future revenue opportunities are also being evaluated, such as in-app music, movies, stickers and games.  In addition, the on-going development of the platform will address new features based on innovation, user feedback, competitive pressures, organizational goals and market trends.

 Keek’s mobile strategy stays current with the latest mobile and smartphone devices to ensure that, whatever the device, Keek’s video platform is at the user’s fingertips.

Keek’s Selected Financial Information:

Selected financial information for Keek for the years ended Feb 28, 2013 and February 29, 2012, for the period ended February 28, 2011 (which has been audited) and for the six months ended August 31, 2013 (which has been prepared by Keek’s management), is as follows.

 

 

For the six months ended

For the years ended February 28,

 

 

 

31-Aug-13

 

 

 

 

 

 

 

 

 

 

2013

2012

2011 (1)

Net and comprehensive loss

(13,079,219)

(15,018,642)

(4,161,679)

(753,532)

Total assets

9,334,354

13,552,713

2,445,310

282,119

Long term liabilities

434,030

892,462

45,750

126,071

Total liabilities

5,360,512

2,805,456

153,021

445,549

Shareholders Equity

3,973,842

 

 

10,747,257

2,292,290

(164,430)

(1) From March 5, 2010 (date of incorporation) to February 28, 2011

Proposed Board of Directors and Management

Subject to shareholder and TSXV approval, the proposed Board of Directors for the Resulting Issuer will consist of the below five members, four of whom are currently considered as independent of management.  A majority of the proposed directors have significant experience with publicly listed companies.

John Jussup, LLB

John Jussup has 30 years’ experience as a corporate legal advisor, with his most recent position as General Counsel & Corporate Secretary to the Bank of Canada (since 2009).  He has extensive experience in advising boards and senior management on various matters including risk management and corporate governance.  He graduated from the Royal Military College of Canada with a Bachelor of Arts degree (Hons.) and obtained his LLB from Queens University.

Jan Klein, CPA

Jan Klein is currently Chief Financial Officer of MCT Worldwide (since June 2013), a leading test equipment supplier to the semiconductor industry.  He was a Senior Vice President at Poynt Corporation (TSXV:PYN) from October 2010 to August 2013, a company with a local search mobile App as its main product, that was acquired by Sprylogics International Corp (TSXV: SPY).  Prior to that he enjoyed an 8 year teaching career at Stevens Institute of Technology’s Howe School of Technology Management.  Jan spent 5 years as Vice President of Equity Research as a sell-side analyst at Morgan Stanley Dean Witter covering wireless and Internet firms.  Prior to that he held senior management roles in finance and/or business development at AT&T Wireless, Geotek Communications, Inc., a company that provided mobile logistics systems operated over its proprietary network, US Wireless and Qualcomm Techologies Inc., both providers of wireless technology and services.  Jan holds a Bachelor of Science in Aerospace Engineering from The Pennsylvania

 

State University, an MBA in Finance from George Washington University, an Executive MBA from Cornell University and an Associate Degree in Accounting from the University of Pittsburgh.  He is a Certified Public Accountant in New Jersey and holds a Series 7/General Securities License issued by the Financial Industry Regulatory Authority in the United States (formerly the National Association of Securities Dealers).

Anthony Lacavera

Anthony Lacavera, until recently was Chairman and CEO of the Globalive Communications Corporation, a company that has invested in numerous companies in the Internet, Communications and Technology sectors since 2000, and a provider of wireless phone services in Canada through Wind Mobile.  Anthony founded Globalive in 1998 and co-founded Wind Mobile in 2008.  In January 2013, Anthony founded Globalive Capital, an investment fund that will focus on technology, media and telecommunications start-ups. 

Anthony was named CEO of the Year in Canada for 2010 by the Globe and Mail’s Report on Business Magazine and was named one of Canada’s Top 40 Under 40 in 2006.  Under Anthony’s leadership Globalive has received numerous best in business awards, including ranking #1 on Profit Magazine’s 2004 list of Canada’s 100 fastest growing companies, one of Canada’s 50 Best Managed Companies for 9 consecutive years, and twice listed as one of Canada’s 30 Best Workplaces.   Anthony was named an Honorary Fellow of St.

Michael’s College at the University of Toronto in 2012, and named to the University of Toronto’s Engineering Hall of Distinction in 2013.

Gerry Feldman, CPA, CA

Gerry Feldman, CPA, CA, is a Chartered Accountant.  He has 30 years of merger and acquisition, corporate finance and financial experience and sits on numerous public company boards.  Currently Gerry is Vice President of Corporate Development and Chief Financial Officer of Pinetree Capital Ltd.

(TSX:PNP), Chief Financial Officer of Brownstone Energy Inc.

(TSXV-BWN), and Chief Financial Officer of Mega Uranium Ltd.

(TSX-MGA).  Before joining Pinetree, Mr.

Feldman was a senior Partner in a number of accounting firms where he provided services to clients, specializing in audits for public companies, securities dealers and mutual fund dealers.  He is currently a senior partner at DNTW Toronto LLP Chartered Accountants.  Gerry holds a Bachelor of Arts from York University and a Bachelor of Commerce from the University Of Windsor.  Gerry is the interim CEO and Director of Keek.

Michele (Mike) Marrandino (57) – President CEO & Director

Mike Marrandino has over 25 years’ experience in the capital markets within a variety of industries.

His independent management consulting services focused on fund raising, corporate communications, marketing and M&A.

 Mike was one of the founders in Chartwell Technology Inc., an online gaming software company that was one of the first movers to license its software to the online gaming industry.

 Mike’s main responsibility was the licensing of the online gaming software platform.

His most recent experience was the founding director, President & CEO of Primary, a land based oil & gas company that was successful in accumulating one of the largest land positions in the new oil bearing discovery area called the Southern Alberta Basin.

 Mike is also an independent director and sits on both the audit and compensation committee of Niogold Mining Corp.

(TSXV:NOX), a junior gold mining company with its main projects located in the Cadillac – Malartic – Val-d’Or region of the Abitibi gold mining district in Quebec.

Mr.

Marrandino is a graduate of BCIT in both mechanical and industrial engineering technology.

Management of the Resulting Issuer:

Following is a description of the proposed management of the Resulting Issuer:

Michele (Mike) Marrandino (57) – President CEO & Director

(See description above).

Warren Goldberg, CPA, CA (46) – Chief Financial Officer

Warren Goldberg is a Chartered Accountant and licensed public accountant and a partner in the Toronto based accounting firm of Schwartz Levitsky Feldman, LLP (“SLF”) which he joined in January 2000.  Warren’s practice at SLF involves audits of public companies, both in Canada and United States.  He has served as director of Leo Acquisitions Corp.

(TSXV:LEQ.H), a capital pool company, since February 7, 2011 and as Chief Financial Officer of Sonoma Capital Inc., a non-listed reporting issuer that is seeking business opportunities, since June 21, 2010.  Warren holds a Bachelor of Business Administration degree from York University and a Chartered Accountant degree from the Institute of Chartered Accountants of Ontario (ICAO).

Troy Fraser (44) – Chief Operating Officer

Troy Fraser is currently the Chief Operating Officer at Keek.  Troy has 16 years of software and services leadership experience.

Prior to joining Keek, Troy was with GS1 Canada, a not-for-profit national product registry, barcode licensing and electronic data standards organization, as the Vice President, Marketing, focusing on digital marketing and communications to educate Canadian business in the use of standards.

Troy also held the role of General Manager, eCommerce with Grand & Toy Limited, and Executive Vice President of Operations with Novator Systems Inc., a company which provides e-commerce platforms.  Troy has delivered complex, customized e-commerce websites and provided managed services for companies such as American Express International, Brookstone, FTD, Sirius/XM and many others.

 Troy has 15 years of product management experience.

 He graduated with a BA in Political Science from Laurentian University.

Rajiv (Roger) Rai (44) – Vice President, Business Development

Roger Rai is currently the Vice President, Business Development, Keek Inc.

and was employee #4 at Keek in 2010.  Roger also works with the owner/controlling shareholder of Rogers Communications Inc.

(NYSE:RCI).

In this role Roger oversees and advises on many corporate issues which range from operational to Board and corporate governance affairs.  In addition Roger assists in the sports ownership affairs of Rogers Communications and was responsible for the acquisition of the Toronto Blue Jays and is part of the ownership group attempting to acquire and move the Buffalo Bills to Toronto.

Roger was also the Director of Development at C.O.R.E.

Feature Animation who produced the children animation movie called “The Wild.” Previously Roger was the founder and VP, Business Development of Fastvibe Inc., a web casting company that provides rapid transmission of client content worldwide via the internet.  Roger also held various managerial positions at Rogers Cablesystems and Rogers Wireless, Canadas largest communications company.

 Roger currently is an advisor to Chobani, Inc., a retail food services company, and is the founder and on the board of the ONEXONE foundation, a child wellness focused charitable organization.  Roger holds a Bachelor of Arts from the University of Western Ontario.

Ariane Young (46) – Corporate Secretary

Ariane Young is a partner at the law firm of TingleMerrett LLP, a Calgary-based corporate law firm.  Ariane has 20 years experience in the securities and corporate law industry and has acted for numerous Canadian and International public and private corporations, including oil and gas, software, bio-technology, technology and industrial issuers.  Ariane has been with TingleMerrett LLP since 2006, prior to which she was an associate with Burnet, Duckworth & Palmer LLP (2004 to 2006) and a partner at Parlee McLaws LLP (from 2000) starting as an associate in 1994.  Ariane holds a Bachelor of Arts (Hons.) in Philosophy and Political Science and obtained her LLB from the University of British Columbia.

About the Amalgamation

Shareholder Approval

Subject to the obtaining the consent of the TSXV to mail its circular to its shareholders, 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 Amalgamation (the "Resulting Issuer") and (d) a resolution authorizing Primarys directors to sell all the oil and gas assets of the Corporation.  Keek will hold a meeting of its shareholders on March 4, 2014 to approve the Amalgamation.

Consideration

Under the terms of the Amalgamation Agreement, each holder of Keek Shares (to be defined as the Keek Common Shares and the Keek Preferred Shares) (except for Keek shareholders that have validly exercised their dissent rights in connection with the special resolution approving the Amalgamation) shall exchange their Keek Shares for Resulting Issuer Shares instead of common shares of Amalco, on the basis of one (1) fully paid and non-assessable Resulting Issuer Share for every one (1) Keek Share held.  The parties anticipate the Amalgamation will involve the issuance of 190,538,250 shares at a valued of $0.10 per Resulting Issuer Share, resulting in total deemed consideration paid to the holders of Keek Shares of $19,053,825.

Further, subject to receipt of all required regulatory approvals, each holder of options or warrants issued by Keek ("Keek Options" and "Keek Warrants", respectively) outstanding immediately before the effective date of the Amalgamation shall exchange such Keek Options or Keek Warrants, as the case may be, for options and warrants, as applicable, of the Resulting Issuer on the same terms as the original Keek Options or Keek Warrants.

The table below illustrates the number of Resulting Issuer Shares outstanding and reserved for issuance following the Amalgamation.

 

Number of Securities

Percentage of total number of Resulting Issuer Shares outstanding following the Amalgamation

(undiluted)

(fully-diluted)

Primary Shares outstanding

148,207,705

43.5%

39.8%

Resulting Issuer Shares to be issued as consideration for the Keek Shares

190,538,250




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