Poynt Corporation
TSX VENTURE : PYN

Poynt Corporation

December 02, 2010 08:33 ET

Poynt Corporation Announces Bought Deal Private Placement of $2,500,000

CALGARY, ALBERTA--(Marketwire - Dec. 2, 2010) -

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES

Poynt Corporation (the "Company") (TSX VENTURE:PYN), a leading provider of mobile local search services, today announced that it has revised the terms of its previously announced private placement of common shares for gross proceeds of up to $3,000,000 and has entered into an amended agreement with Cannacord Genuity Corp. (the "Underwriter") pursuant to which the Underwriter has agreed to purchase, on a bought deal private placement basis, 50,000,000 units of the Company ("Units") priced at $0.05 per Unit, for total gross proceeds of $2,500,000 (the "Offering").

Each Unit will be comprised of one common share of the Company and one common share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one common share of the Company at a price of $0.10 per common share on or before 5:00 p.m. (Calgary time) on the date that is 36 months from the date of closing of the Offering (the "Closing Date").

Pursuant to the agreement, the Underwriter has also been granted an option to use its commercially reasonable efforts to arrange for purchasers, on a private placement basis, of up to an additional 25,000,000 Units of the Company priced at $0.05 per Unit, for additional gross proceeds of up to $1,250,000, which option is exercisable by the Underwriter any time prior to the Closing Date.

A cash fee shall be payable to the Underwriter under the Offering of seven percent (7%) of the gross proceeds of the Offering. In addition, a corporate finance fee of 1,000,000 common shares are to be issued to the Underwriter upon closing of the Offering. The Underwriter will also receive broker warrants of the Company entitling the Underwriter to subscribe for that number of Units equal to 10% of the aggregate number of Units sold pursuant to the Offering. Each broker warrant shall be exercisable, for a period of 24 months from the Closing Date, at a price of $0.05, into one common share of the Company and one Warrant, with each Warrant being exercisable into one common share of the Company at a price of $0.10 per common share on or before 5:00 p.m. (Calgary time) on the date that is 36 months from the Closing Date.

The Company intends to use the net proceeds of the Offering for development and deployment of the Company's Poynt application on additional smartphone platforms, promotion and marketing of the Company's products to increase awareness and grow the user base, releasing the Company's products into new geographic areas and for general working capital purposes.

The Offering is expected to close on or about December 9, 2010 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and satisfaction of all other customary closing conditions. The securities issued under the Offering will be subject to a four-month hold period from the Closing Date.

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

About Poynt Corporation

The Company (about.poynt.com) develops and operates mobile applications that enhance the consumers' ability to connect with the people and businesses most important to them. Their multi-award-winning Poynt application (www.poynt.com) is a mobile local search service available over BlackBerry smartphones, iPhone and iPod Touch as well as Android devices. Through agreements with directory and vertical content providers in Canada, the United States, Europe and Australia, Poynt simplifies finding and connecting with businesses, retailers and events wherever and whenever it is most convenient for the consumer. The MyInboxNow offering enables low-end feature phones to behave like smartphones for email access. MyInboxNow is available to mobile operators as a private label solution. Headquartered in Calgary, AB, Canada, the Company trades on the TSX Venture Exchange under the symbol PYN.

Forward Looking Statement

This news release contains forward-looking statements relating to the proposed financing and other statements that are not historical facts, including statements regarding the anticipated maximum proceeds of the Offering, the use of proceeds of the Offering, projected timing of closing the Offering and the receipt of all necessary regulatory approvals and satisfaction of all other customary closing conditions in connection with the Offering. Such forward-looking statements are subject to important risks, uncertainties and assumptions. The results or events predicated in these forward-looking statements may differ materially from actual results or events. As a result, you are cautioned not to place undue reliance on these forward-looking statements.

These forward-looking statements are based on certain key assumptions regarding, among other things: state of the economy in general and capital markets in particular, investor interest in the Company's business and future prospects, the timing of obtaining and receipt of all necessary regulatory approvals and satisfying closing conditions. Material risk factors that could cause actual results to differ materially from the forward-looking information include, but are not limited to: the risk that closing of the Offering could be delayed if the Company is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned; the risk that the Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied; the risk that the intended use of the net proceeds of the Offering by the Company might change if the board of directors of the Company determines that it would be in the best interests of the Company to deploy the proceeds for some other purpose; risks that the marketing efforts will not result in the anticipated proceeds; the deteriorating economic and market conditions that could lead to reduced spending on information technology products; competition in our target markets; potential capital needs; management of future growth and expansion; the development, implementation and execution of the Company's strategic vision; risk of third-party claims of infringement; protection of proprietary information; customer acceptance of the Company's existing and newly introduced products and fee structures; and the success of the Company's brand development efforts; risks associated with strategic alliances; reliance on distribution channels; product concentration; need to develop new and enhanced products; potential product defects; our ability to hire and retain qualified employees and key management personnel; and risks associated with changes in domestic and international market conditions and the entry into and development of new for the Company's products.

The forward-looking statements contained in this press release are made as of the date of this press release. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, the Company undertakes no obligation to comment on expectations of, or statements made by, third parties in respect of the proposed private placement financing.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Poynt Corporation
    Andrew Osis
    Chief Executive Officer
    403.444.4102
    andrew.osis(at)poynt(dot)com
    or
    Poynt Corporation
    Raymond Ng
    Director, Investor Relations
    403.444.4113
    raymond.ng(at)poynt(dot)com
    www.poynt.com