Poynt Corporation
TSX VENTURE : PYN

Poynt Corporation

March 16, 2011 08:00 ET

Poynt Corporation Announces Private Placement of Special Warrants for Gross Proceeds of Up to $15,000,000

CALGARY, ALBERTA--(Marketwire - March 16, 2011) -

NOT FOR DISSEMINATION IN THE UNITED STATES

Poynt Corporation ("Poynt Corp." or the "Company") (TSX VENTURE:PYN), a leading provider of mobile local search services, today announced that it has entered into an agreement with Versant Partners Inc. to act as lead agent (the "Agent"), on behalf of a selling group (which will include Roth Capital Partners in the United States), for a private placement to be carried out on a commercially reasonable best efforts basis to one or more strategic investors, of up to 78,947,368 special warrants ("Special Warrants") of the Company at a price of $0.19 per Special Warrant for gross proceeds of up to approximately $15 million (the "Offering").

Each Special Warrant will be exercisable by the holder at any time after the closing of the Offering, for no additional consideration, into one common share of the Company ("Common Share") and one-half of one Common Share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder to purchase one Common Share of the Company at a price of $0.19 per Common Share for a period of five (5) years from the date of issuance of the Warrants. All unexercised Special Warrants will be deemed to be exercised on the earlier of: (a) four months and a day following the date of closing of the Offering (the "Closing Date"); and (b) the fifth day after a receipt is issued for a final prospectus by or on behalf of the Alberta Securities Commission and any additional securities regulatory authorities in each of the provinces of Canada where the Special Warrants are sold, qualifying the Common Shares and Warrants to be issued upon the exercise of the Special Warrants.

Each holder of Warrants shall, for a period of five business days after the date of issuance thereof, be entitled to exercise the Warrants by surrendering them to the Company in exchange for issuance of that number of Common Shares determined by dividing the fair value of the Warrants to be exercised (determined pursuant to the Black-Scholes option pricing model) into the last closing price of the Common Shares on the TSX Venture Exchange immediately prior to the date of surrender.

A cash fee shall be payable to the Agent under the Offering of eight and a half percent (8.5%) of the gross proceeds of the Offering. In addition, the Agent will be granted a non-transferable warrant (the "Agent's Warrant") entitling it to acquire, for no additional consideration, such number of compensation options (the "Agent's Options") as is equal to nine percent (9%) of the number of Special Warrants sold pursuant to the Offering. Each Agent's Option shall be exercisable into one Common Share at a price of $0.19 per share at any time on or before the date that is 24 months from Closing Date. In addition, Canaccord Genuity Corp. acted as a special financial advisor to the Company in connection with the Offering and will be paid a cash fee in consideration for such services.

The Company intends to use the net proceeds of the Offering to further accelerate its business plan through the addition of personnel in engineering, sales and administrative roles, to evaluate and if determined to be in the best interests of the Company, pursue business development opportunities including acquisitions from third parties and for general working capital purposes. 

The Offering is expected to close on or about Thursday, March 24, 2011 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 Special Warrants, the Common Shares and the Warrants issued upon exercise of the Special Warrants, and the Agent's Option and the Common Shares issuable pursuant to the Agent's Option, will be subject to a hold period of four months and a day from the Closing Date.

The Company has agreed to use reasonable efforts to file a preliminary short form prospectus with the Alberta Securities Commission and the securities commission in each of the provinces of Canada where the Special Warrants are sold in the Offering, qualifying the distribution of the Common Shares and Warrants to be issued upon the deemed exercise of the Special Warrants and the distribution of the Agent's Options upon exercise of the Agent's Warrant.

This press release shall not constitute an offer for sale of the securities in the United States. 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 laws and may not be offered or sold in the United States absent registration or an exemption from those registration requirements.

About Poynt Corporation

Poynt Corp. (about.poynt.com) is a global leader in the mobile local advertising space. Their Location Based Search application, Poynt (www.poynt.com), enhances the consumers' ability to connect with the people, businesses and events most important to them. Poynt is available on BlackBerry smartphones, iPhone and iPod Touch, Android devices and Windows Phone 7 in Canada, the United States, Europe and Australia. Poynt Corp. entered the mobile publishing space with the recent acquisition of an advertising publishing platform. Key contracts on both the supply and demand sides are in place to provide inventory into the platform and publishers to display the inventory. Whether through the Poynt Local Search App or the Ad Publishing Platform, Poynt Corp. simplifies connecting consumers with businesses, retailers and events. Headquartered in Calgary, AB, Canada, Poynt Corp. trades on the TSX Venture Exchange under the symbol PYN.

Forward Looking Statement

This news release contains forward-looking statements relating to the Offering 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, the filing of a prospectus to qualify the distribution in certain Canadian jurisdictions of Common Shares and Warrants on deemed exercise of the Special Warrants 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.

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

  • Financial Communications Contact:
    Trilogy Capital Partners
    Darren Minton
    President
    Toll Free: 800-592-6067
    info(at)trilogy-capital.com
    or
    Poynt Corporation
    Andrew Osis
    President & CEO
    403-313-3719
    http://about.poynt.com