SOURCE: Keek Inc.

Keek Inc.

April 01, 2015 08:30 ET

Keek Announces Terms of Previously Announced Offering

NEW YORK, NY and TORONTO, ON--(Marketwired - April 01, 2015) - Keek Inc. (TSX VENTURE: KEK) (OTCQX: KEEKF) ("the Company"), a leading global mobile video social network with more than 74 million members around the world featuring a unique 36-second video format, today announced that it has finalized the terms of its proposed offering in connection with its previously announced engagement of Cantor Fitzgerald Canada Corporation ("Cantor Fitzgerald") (see press release dated March 3, 2015). The Company will offer units ("Units") by way of a private placement on a best efforts agency basis for gross proceeds of up to $15 million (the "Offering"). The Units will be offered at a price of $0.94 per Unit ("Issue Price"), subject to acceptance by the TSX Venture Exchange (the "TSXV").

Each Unit will consist of one (1) share of common stock of the Company (each, a "Common Share") and one (1) Common Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to purchase one Common Share, at a price of $1.18, at any time on or before the date which is 24 months after closing of the Offering. If at any time after the first 12 months the volume weighted average price of the Common Shares on the TSXV is $1.88 or more for 30 consecutive trading days, then the Company will have the right, by providing notice (the "Acceleration Notice") to holders of Warrants, to accelerate the expiry date of the Warrants to that date which is 30 days from the date of the Acceleration Notice. The Company will also grant to Cantor Fitzgerald an over-allotment option, exercisable in whole or in part at any time up to 30 days following the final closing of the Offering, to offer at the Issue Price up to an additional 15% of the Units sold under the Offering on the same terms and conditions. The securities issued in the Offering will be subject to a hold period of four months plus one day from closing.

Cantor Fitzgerald will receive a cash commission equal to 7% of the aggregate gross proceeds of the Offering. Cantor Fitzgerald will also receive an Agent's Warrant exercisable to purchase that number of Units that is equal to 7% of the aggregate number of Units sold under the Offering.

The Offering is structured to close in tranches. The first tranche is expected to close on or about April 10, 2015. The Offering is subject to applicable regulatory and TSXV approval and completion of definitive documentation.  Proceeds from the Offering will be used for working capital purposes and up to $5.4 million will be deposited into escrow to repay principal and interest on the Company's outstanding notes that come due in November 2015. 

The Units will be offered by way of private placement exemptions in all the provinces of Canada, and in such other jurisdictions within and outside of Canada as may be agreed to between the Company and Cantor Fitzgerald. The Offering will not be available in the United States except under applicable registration exemptions under the United States Securities Act of 1933.

About Keek
Keek is a leading mobile video social network with more than 74 million members worldwide. Keek is easy to use, fast and personal. With Keek, members around the world create and interact with videos up to 36 seconds in length and 111 characters of accompanying text, in either public or private views. Keek makes it simple for anyone to instantly create, distribute, discover and react to content in real-time across mobile devices and the web. The Keek app is available in over 190 countries across 6 global regions, and in 36 languages.

Additional investor information can be found at www.sedar.com or by contacting investors@keek.com.

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 press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered or sold under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES OR A SOLICITATION FOR PURCHASERS TO BUY SECURITIES. THIS PRESS RELEASE IS NOT TO BE CONSTRUED AS A PUBLIC OFFERING IN ANY PROVINCE IN CANADA UNLESS A PROSPECTUS RELATING THERETO HAS BEEN ACCEPTED FOR FILING BY A SECURITIES COMMISSION OR SIMILAR AUTHORITY IN SUCH PROVINCE.

Forward looking statements:
The information and statements in this news release contain certain forward-looking information relating to the proposed issuance of Common Shares and Warrants under the Offering. This forward-looking information is subject to certain risks and uncertainties and may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in the forward-looking information. These assumptions include market acceptance of the terms of the Offering and the timing of when the first closing may occur. The outcome and timing of the proposed Offering could differ materially from those expressed in, or implied by, such forward­ looking information, and accordingly, no assurances can be given that any of the events anticipated by the forward-looking information will transpire or occur or, if any of them do, what benefits Keek will derive from them. Keek's forward-looking information is expressly qualified in its entirety by this cautionary statement. Except as required by law, Keek undertakes no obligation to publicly update or revise any forward­ looking information.

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