Primary Petroleum Corporation

Primary Petroleum Corporation

November 19, 2013 11:00 ET

Primary Petroleum and Keek Jointly Announce A Letter of Intention for A Proposed Merger

CALGARY, ALBERTA--(Marketwired - Nov. 19, 2013) - Primary Petroleum Corporation (TSX VENTURE:PIE)(OTCQX:PETEF) ("Primary" or the "Corporation"), and Keek Inc. ("Keek"), a private Ontario corporation, announced today that they have entered into an arm's length letter of intent dated November 15, 2013 (the "LOI"). Keek is a private global social video company that enables its users to create up to a 36 second video message (a "keek") and share it with the Keek community.

Description of the Transaction

The LOI contemplates Primary acquiring all of the outstanding shares of Keek in exchange for shares of Primary on a one-for-one basis. The transaction would be accounted for as reverse take-over of Primary by Keek under the policies of the TSX Venture Exchange (the "Exchange"). Primary's core business would become the business of Keek and Primary would change its name to "Keek Inc.".

The LOI contemplates Primary and Keek entering into a definitive agreement prior to December 16, 2013, to complete an amalgamation, plan of arrangement, take-over bid, reorganization or similar transaction (the "Proposed Transaction"). The LOI may be terminated by either party in certain circumstances, including if the definitive agreement is not executed prior to December 23, 2013. In accordance with the Proposed Transaction, Primary is expected to issue approximately 175 million Primary shares ("Primary Shares") in exchange for all of the issued and outstanding shares of Keek. As a result, there is expected to be approximately 322 million Primary Shares outstanding upon completion of the Proposed Transaction. The Keek shareholders will own approximately 54% of the outstanding Primary Shares (non-diluted) following completion of the Proposed Transaction.

A number of conditions need to be met before Primary and Keek can complete the proposed transaction, including but not limited to: the completion of due diligence, entering into a definitive agreement to merge, the approval of the Exchange for the change of business, obtaining the necessary shareholder approvals of both Primary and Keek shareholders, as well as other applicable regulatory authorities.

Primary has agreed to provide Keek with interim financing, subject to Exchange acceptance, as follows: (i) a $600,000 six month senior secured convertible debentures bearing interest at 12% per annum payable in arrears which will be advanced on November 19, 2013; (ii) an additional $1,000,000 debenture on the same terms, which will be advanced upon the signing of the definitive agreement; and (iii) an additional $1,000,000 debenture on the same terms, which would be advanced upon Primary's receipt of the Exchange's consent to mail its information circular to the Primary shareholders in connection with approvals sought for the Proposed Transaction.

In addition to approximately $15 million of working capital that Primary will have at the time of closing, it is currently anticipated the parties intend to secure additional equity financing by way of a private placement, which will be completed concurrently with the completion of the Proposed Transaction. The proceeds from the equity raise are expected to be used for ongoing operations and continued growth to the Keek community of users.

About Keek Inc.

Keek, a private Ontario company founded in 2011, has established a global social video community with over 60 million registered users sharing "keeks." A "keek" is a short video message that is shared with others. Keeks can be replied to with a "keek back". Keek has other unique features and continues to develop its user base and platform. Since inception, Keek has raised over $30 million in private capital. Keek is controlled by its two founders, David Kerzner and Isaac Raichyk, residents of Ontario.

Mike Marrandino, President & CEO stated: "While clearly a possible shift in the direction of the company, Primary is pleased to have found this unique opportunity and to enter into the LOI process with Keek. Keek's global brand, established social video platform and a community in excess of 60 million users provides Primary with an incredible opportunity to enter the exciting social media space."

"Keek is pleased about the proposed partnership with Primary as it allows Keek to focus on building its community, markets and team. We are excited to be advancing our business. Keep Keeking," said Gary Clifford, Interim CEO & Director of Keek.

There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Primary will provide further disclosure by way of press releases and updates as such additional information becomes available, including the deemed aggregate acquisition cost and deemed price per share, a summary of key financial information concerning Keek, details of the proposed equity financing and a description of the proposed directors and officers for the combined company.

Primary intends to make an application to the Exchange for an exemption from the sponsorship requirements in connection with the Proposed Transaction. There is no assurance that such an exemption will be granted.

The shares of Primary will remain halted pending receipt by the Exchange of certain required documentation pursuant to the policies of the Exchange.

About Primary

Primary is a junior oil and gas company engaged in exploration and development activities in NW Montana. Primary is not currently producing any hydrocarbons, but it holds substantial land positions in both an unconventional and conventional oil play. A successful transaction with Keek would involve the disposition by Primary of its oil and gas assets.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is 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 management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction 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 Proposed Transaction 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.

Contact Information