Peak Sets Closing Agenda for Quickable.com Acquisition
15 Mai 2014 - 9:52PM
Marketwired
Peak Sets Closing Agenda for Quickable.com Acquisition
MONTREAL, QUEBEC--(Marketwired - May 15, 2014) - 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.
Jeanny SoDirector of OperationsCHF Investor
Relations416-868-1079 ext.: 225jeanny@chfir.comJohnson
JosephPresident and CEOPeak Positioning Technologies
Inc.514-340-7775 ext.: 501investors@peakpositioning.com
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