|By Marketwired .||
|March 6, 2014 02:11 PM EST||
CALGARY, ALBERTA -- (Marketwired) -- 03/06/14 -- Primary Petroleum Corporation "PIE" (the "Corporation") 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.
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.
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.
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