SOURCE: Keek Inc.

Keek Inc.

October 28, 2014 08:34 ET

Keek Enters Into Loan Agreement and Provides Update on Other Matters

NEW YORK, NY and TORONTO, ON--(Marketwired - October 28, 2014) - Keek Inc. (TSX VENTURE: KEK) (OTCQX: KEEKF) (Keek or the Company) announced today that the Board of Directors has authorized the Company to seek financing through the issuance of secured notes of up to $5 million (collectively, the Notes). The Company intends to use the proceeds from the Notes for general working capital purposes.

The Notes will bear interest at a rate of 12% per annum on the principal amount outstanding and will be repayable in twelve months from the date issued. The Notes will be secured by a General Security Agreement over all present and future assets and intangibles of the Company. In consideration for the Notes, the Company has agreed to issue an aggregate of up to 5 million common share purchase warrants (Warrants). Each Warrant will entitle the holder to purchase one common share of the Company at an exercise price of $0.10 per share at any time up to three years after the date of issue. The Warrants will be subject to a statutory four-month hold period.

Pinetree Capital Inc. (TSX: PNP) (Pinetree), a significant shareholder of the Company, has agreed to subscribe for $3 million of Notes. Sheldon Inwentash and Gerry Feldman, directors of the Company and management of Pinetree, abstained from voting in connection with the approval of the issuance of Notes to Pinetree. The initial closing of Notes to Pinetree is expected to occur on October 31, 2014, with one or more additional closing to be held in November. The issuance of the Notes is subject to execution of loan and security documents and receipt of approval from the TSX Venture Exchange. The purchase of Notes by Pinetree is a "related party transaction" as defined under Multilateral Instrument 61-101, however it is exempt from the minority shareholder approval requirements as the commercial terms are not less advantageous to the issuer than if the loan was obtained from an arm's length party and the Notes are not convertible into equity of the Company. 

"Not only is this financing a welcome vote of confidence from one of our major shareholders, this financing allow us to further strengthen our balance sheet to enable continued accelerated growth," said Alexandra Cameron, Chief Executive Officer of Keek.

The Board of Directors of Keek also approved fixing November 10, 2014, as the record date for a special meeting of the Keek shareholders proposed to be held on December 16, 2014, to consider a consolidation of the common shares and a routine amendment to the Company's stock option plan. The information circular which will contain complete details regarding the proposed consolidation and is expected to be completed and mailed on or about November 12, 2014.

Keek also announced today that it is in the final stages of its previously announced divestiture of its oil and gas assets. The Company entered into a definitive agreement with an arm's length party to dispose of its undeveloped oil and gas leases in Montana. The buyer will assume the Company's working interest and share of the reclamation costs and in turn will grant Keek a 1% gross overriding royalty on any future production from the leases. The divestiture is subject to completion of due diligence and any necessary regulatory or third party approvals. 

KEEK:
Keek is a leading mobile video social network with 70 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.

Cautionary and Forward-looking Statements - Statements contained in this news release which are not historical facts are forward-looking statements that involve risk, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements included in this news release are based on information available to the Company on the date hereof. There is no assurance that forward looking statements such as the Notes will be issued as expected, that the special meeting will be held or that the Company shall complete the divestiture of its oil and gas assets. Readers should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements, except as required by applicable securities laws.

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