|By Marketwired .||
|September 3, 2014 08:44 AM EDT||
MONTREAL, QUEBEC -- (Marketwired) -- 09/03/14 -- Peak Positioning Technologies Inc. (TSX VENTURE: PKK) (PINKSHEETS: PKKFF) ("Peak" or the "Company") today announced that on August 29, the Company closed a non-brokered private placement financing consisting in the sale of 5,020,000 units at a price of CAD$0.05 per unit and issued CAD$250,200 in secured debentures for total gross proceeds of CAD$501,200 (the "Financing").
Each unit (a "Unit") sold as part of the Financing consists of one (1) common share and one (1) one common share purchase warrant. Each common share purchase warrant entitles its holder to purchase one common share of Peak, at the price of CAD$0.10, for a twelve (12) month period following the closing date. Peak has paid a cash commission finder's fee, to eligible persons who helped place the Units, equal to 8% of the gross proceeds of the Units they helped sell. Peak has also granted finder's compensation options to the same eligible persons who helped place the Units entitling them to purchase a number of Peak common shares equal to 8% of the total number of Units they helped sell, exercisable at the price of CAD$0.05 per common share for a twelve (12) month period following the closing date, and exercisable at the price of CAD$0.10 per common share after the initial twelve (12) month period following the closing date up to a maximum of twenty-four (24) months from the closing date.
The debentures issued as part of the Financing pay an annual interest rate of 10%, mature 16 months from the date of their issuance, are secured by the aggregate assets of the Company, and were issued along with 1,000,800 bonus common shares of the Company.
The securities issued pursuant to the Financing are subject to a hold period expiring four (4) months and one day from the date of closing.
The proceeds of the Financing will be used to help the Company meet its working capital payment obligations under the terms and conditions of its agreement to acquire LongKey Hong Kong Limited ("LongKey"), and for working capital purposes.
"We want to thank our existing stakeholders for their continued support and would like to welcome our new shareholders to the Peak Positioning family", said Johnson Joseph, President and CEO of Peak. "We're looking forward to closing on the second half of the financing and continuing to progress on the execution of our strategic plan to deliver long-term value for our shareholders, which centers on our planned acquisition of LongKey", concluded Mr. Joseph.
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 Financing constitutes a "related party transaction" as certain directors and officers of Peak (the "Related Parties") subscribed to the Units. In reviewing the applicable valuation requirements under MI 61-101, Peak has determined that the exemption set out in subsection 5.5 (a) of MI 61-101 is applicable since the aggregate consideration to be paid by the Related Parties does not exceed 25% of the market capitalization of Peak at the date hereof. In addition, subsection 5.7(a) provides that a transaction meeting such criteria is also exempt from the minority shareholder approval requirement. The board of directors of Peak has unanimously approved the Financing. Peak has not filed a material change report 21 days prior to the closing of the Financing as participation of insiders had not been established at that time.
About Peak Positioning Technologies Inc.:
Peak Positioning Technologies Inc. ("Peak"), (TSX VENTURE: PKK) (PINKSHEETS: PKKFF), 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 the mobile, e-Commerce, and cloud-computing spaces in North America and China. For more information: http://www.peakpositioning.com
The TSX Venture Exchange has neither approved nor disapproved the contents of this news 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 news release.
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