Primary Petroleum Corporation

Primary Petroleum Corporation

February 03, 2014 09:00 ET

Primary Petroleum Files Filing Statement on SEDAR Regarding Proposed Transaction With Keek Inc.

CALGARY, ALBERTA--(Marketwired - Feb. 3, 2014) - Primary Petroleum Corporation "PIE" ("Primary" or the "Corporation") (TSX VENTURE:PIE)(OTCQX:PETEF). Further to its press releases dated November 19 and December 23, 2013, and January 21, 2014, Primary is pleased to announce that it has filed its filing statement dated January 29, 2014, (the "Filing Statement") on SEDAR (, pursuant to TSX Venture Exchange requirements, in connection with its previously announced proposed transaction with Keek Inc. ("Keek"), whereby Primary will carry on the business of Keek and become the "Resulting Issuer".

The Filing Statement is the disclosure document that outlines the details of the reverse take-over ("RTO") and a change of business ("COB") for Primary, information about Primary, information about Keek and its business, including audited financial statements for both parties and pro forma financial statements, information about the proposed board and management of the Resulting Issuer and details regarding securities to be escrowed, the number of securities outstanding and all convertible securities. Readers of this release are strongly encouraged to review the information in the Filing Statement.

Primary has called an annual general and special meeting of its shareholders for March 4, 2014, to consider and approve, among other items: (a) the RTO and COB to the business of Keek; (b) a name change to Keek Inc.; (c) the appointment of the directors of the Corporation following the closing of the transaction; and (d) a resolution authorizing Primary's directors to sell all of the oil and gas assets of the Corporation. For information concerning the Keek and the Resulting Issuer please refer to the Filing Statement. Keek will also hold a meeting of its shareholders on March 4, 2014 to approve an amalgamation with a subsidiary of Primary.

As disclosed in the press releases dated November 19 and December 23, 2013, Primary has issued $1.6 million in secured loans to Keek (the "Loans"). Primary advanced the final $1 million today in accordance with its agreement with Keek. The Loans each bear interest at a rate of 12% per annum and are due on April 25, 2014. Each of the Loans is secured by all of the assets of Keek and rank equally with or in priority to the other secured debt of Keek.

The closing of the transaction is subject to the satisfaction or waiver of terms and conditions, customary or otherwise, including but not limited to acceptance by the TSXV of the transaction, requisite shareholder approval of both Primary and Keek and other applicable approvals. There can be no assurance that the transaction will be completed as proposed or at all. Subject to receipt of the necessary approvals and meeting the conditions of the TSXV as set out in the conditional acceptance, Primary anticipates closing the transaction on or about March 4, 2014.

About Keek

Keek, a private Ontario company founded in 2010, has established a global, social video community in more than 100 countries and with over 64 million registered users sharing "keeks." A "keek" is a 36 second video message and text that is shared with others using smart phones, tablets and webcams. One of Keek's unique features is its "keekbacks" which enable users to respond to keeks with a keek. Currently the Keek platform is a free service. Keek's marketing strategy is designed to sustain and grow its community of users and level of user engagement. Keek's short term future intent is to implement a monetization model which may include online and in-app advertising, sponsorship and product sales. See the Filing Statement for more information on Keek and the Resulting Issuer.

About Primary

Primary is a junior oil and gas company which currently holds substantial land positions in both an unconventional and conventional oil play in NW Montana. Upon completion of the transaction, Primary intends to dispose of its oil and gas assets.

Completion of the transaction is subject to a number of conditions, including TSXV acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approvals from both Keek and Primary are obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the COB and RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Primary should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward Looking Statements

This news release contains forward-looking statements relating to the timing and completion of the proposed transaction, the future operations of Primary and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of Primary, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Primary's expectations are risks detailed from time to time in the filings made by Primary with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Primary. As a result, Primary cannot guarantee that the Amalgamation will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Primary will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

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