TORONTO, Feb. 19, 2020 (GLOBE NEWSWIRE) — Peeks Social Ltd. (TSX.V: PEEK) (OTCQB: PKSLF) announces that further to the Company’s press release dated February 13, 2020, there was an error in the number of units being issued to Mark Itwaru, Chief Executive Officer of the Company. The number was reported as 41,141,340 and should have been 39,141,340.
On February 13, 2020 it was announced that, an additional $310,000 of financing had been further arranged to the Company’s January 13, 2020 announcement regarding a non-brokered private placement. Management and Insiders have subscribed for $300,000 of the total amount of this second $310,000 tranche.
$200,000 of the final tranche was being contributed by Chief Marketing Officer Rick Padulo and an additional $100,000 from Chief Executive Officer Mark Itwaru was contributed on top of Mr. Itwaru’s previously announced $1,857,067 from January 13, 2020 for a total of $1,957,067.
In total, the Company issued an aggregate of 39,141,340 units at a price of $0.05 per units to Mark Itwaru, the Chief Executive Officer of the Company for gross proceeds of $1,957,067. The Company is relying upon available exemptions from Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions in connection with the subscription for securities by its CEO as the transactions constitute “related party transactions”.
Each unit consists of one common share and one common share purchase warrant of the Company. Each warrant is exercisable to purchase one half of one additional common share of the Company at an exercise price of $0.075 per share for a period of 12 months from the date of issuance. The common shares and warrants will be subject to a four month hold period. The Company has obtained final acceptance from the TSX Venture Exchange.
Following the closing, Mark Itwaru, Chief Executive Officer, together with Riavera Corporation (“Riavera”) beneficially owns or has control and direction over an aggregate of 186,756,517 common shares of the Company or 57.97% of the Issuer’s outstanding common shares on a non-diluted basis. Mark Itwaru, the President and CEO of the Company, is the sole director and officer of Riavera (but does not beneficially own Riavera) and accordingly has control and direction over the common shares of the Company held by Riavera. The total holdings are comprised of: (a) Mark Itwaru’s beneficial holdings of 124,797,657 common shares, warrants to purchase 22,325,940 common shares at $0.10 per share, warrants to purchase 19,570,670 common shares at $0.075 per share, and options to purchase 350,000 common shares at $0.30 per share and options to purchase 150,000 common shares at $2.00 per share and options to purchase 14,492,800 at $0.05 per share; and (b) 61,958,860 common shares of the Company and options to purchase 300,000 common shares at a price of $1.12 held by Riavera (63.8% on a partially diluted basis, after giving effect to the conversion of all convertible securities held by the two parties). Neither the Company, nor to the knowledge of the Company after reasonable inquiry, Mr. Itwaru, have knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The private placement proceeds will be used for ongoing for general corporate purposes.
In addition, the following information is being provided pursuant to Part 3 – Early Warning Requirements of National Instrument 62-103.
Early Warning Report under National Instrument 62-103
Mr. Mark Itwaru issues the following disclosure pursuant to Part 3 – Early Warning Requirements of National Instrument 62-103 with respect to the Company.
Further to the foregoing disclosure above and as a summary, on January 13, 2020, Mark Itwaru (Chief Executive Officer of the Company) acquired 37,141,340 units of the Company at a price of $0.05 per unit pursuant to the private placement. On February 13, Mark Itwaru acquired 2,000,000 units at a price of $0.05 per unit pursuant to the private placement. In total, The Company issued an aggregate of 39,141,340 units at a price of $0.05 per unit to Mark Itwaru, for gross proceeds of $1,957,067 to the Company (the “Share Acquisitions”). Prior to the Share Acquisition, Mark Itwaru together with Riavera beneficially owned or had control over 147,615,177 common shares of the Company and after the Share Acquisitions, Mark Itwaru together with Riavera beneficially owns or has control and direction over an aggregate of 186,756,517 common shares of the Company or 57.97% of the Issuer’s outstanding common shares on a non-diluted basis.
An early warning report will be filed by Mr. Itwaru in accordance with applicable securities laws. To obtain a copy of the early warning report, please refer to the Company’s SEDAR profile at www.sedar.com.
In the future, Mr. Itwaru may acquire additional securities of the Company, dispose of some or all of the securities he now owns or controls, or may continue to hold its current position.
The Common Shares of the Company are listed on the Canadian Securities Exchange under the trading symbol “PEEK”.
For further information on this early warning disclosure, please contact Mark Itwaru at (416) 815-7000.
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.
|For further information, please contact:|
|Peeks Social Ltd.
Chairman & Chief Executive Officer