CALGARY, ALBERTA--(Marketwire - April 23, 2012) -
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES
Poynt Corporation (TSX VENTURE:PYN) (OTCQX:PNYTF) ("Poynt Corp." or the "Company"), a leading provider of mobile local search and advertising services, today announced a non-brokered private placement of up to $8,000,000 principal amount of secured convertible debentures ("Debentures") of the Company (the "Offering").
The Debentures shall mature 36 months from the date of issuance and are convertible into common shares of the Company ("Common Shares") at the holder's option at a price of
.1667 per Common Share, subject to adjustment in certain events. Interest is payable on the Debentures at a rate of 9% per annum, semi-annually in arrears on June 30 and December 31 in each year commencing on June 30, 2012.
At the option of the holder, and subject to applicable securities laws and the approval of the TSX Venture Exchange (the "TSX-V"), interest payable on the Debentures may be satisfied through the issuance of Common Shares at a price equal to the greater of: (i)
.10, and (ii) the 20 day volume weighted average price ("VWAP") of the Common Shares on the TSX-V determined prior to the payment of such interest.
After June 30, 2013, at the Company's option the Debentures are redeemable, in whole or in part and on at least 30 days notice, at par plus accrued and unpaid interest, provided that the VWAP of the Common Shares on the TSX-V during the 20 consecutive trading days ending five trading days before the date on which notice of redemption is delivered is not less than
.25 per share. The Company has the option, subject to regulatory approvals, to repay all (but not less than all) of the principal amount of the Debentures to be redeemed by issuing and delivering that number of Common Shares obtained by dividing the principal amount of the Debentures to be redeemed by
.20, with all accrued and unpaid interest on such redemption being paid in cash.
The Debentures will be secured by way of a general security interest over the assets of the Company.
The Debentures, and the Common Shares received by holders on conversion or redemption, will be subject to a hold period under applicable securities laws, which hold period expires 4 months and a day from the closing date of the Offering. Common Shares issued in satisfaction of interest payments under the Debentures shall be subject to a hold period under applicable securities laws, expiring 4 months and a day from the date of issuance thereof.
The Company intends to use proceeds of the Offering to repay a currently outstanding senior secured loan, for the deployment of the Company's Poynt local search and advertising platform on additional smartphone devices, 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 be completed, in one or more closings, on or about April 30, 2012 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX-V, and satisfaction of all other customary closing conditions.
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 the Poynt Platform
Poynt is a convenient and timesaving GPS-enabled mobile local search and advertising platform that connects consumers to local offers, businesses, events, restaurants, movie theatres, gas prices and weather information at the moment they are looking to buy or acquire products or services. Poynt provides consumers with the ability to move beyond discovery of their local area to view movie trailers and reviews, buy movie tickets, click-to-call businesses, get directions, browse listing websites, read reviews and book dining reservations or find and interact with local coupons and offers.
Poynt provides contextual and relevant advertising to users performing local queries and its revenue model is based on user queries, page views, advertising and transactions within the platform. Each user query generates several page views, which are monetized through display advertising and sponsored listings paid for by advertisers. These advertising placements generate revenues on a cost per thousand impressions (CPM) basis or on a cost per click (CPC) basis. Transactions, such as ticket sales and restaurant reservations, also contribute to revenues on a fee for service basis.
About Poynt Corporation
Poynt Corp. (about.poynt.com) (TSX VENTURE:PYN) (OTCQX:PNYTF) is a global leader in the mobile local advertising space. Its Location Based Search (LBS) and advertising platform, Poynt (www.poynt.com), enhances a user's ability to connect with the people, businesses and events most important to them. Poynt is available on Android, iPhone, Windows Phone and Nokia devices, along with BlackBerry smartphones and BlackBerry PlayBook Tablets in Canada, the United States, Europe, India and Australia. Poynt Corp. entered the mobile publishing space with the acquisition of an advertising publishing platform in January 2011. Whether through the Poynt Local Search Platform 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-V under the symbol PYN and in the United States on the OTCQX under the symbol PNYTF.
Important Cautions Regarding Forward-looking Statements
This news release contains forward-looking statements relating to: the anticipated proceeds from the Offering; the use of proceeds of the Offering; projected timing of closing the Offering; the receipt of all necessary regulatory approvals and satisfaction of all other customary closing conditions in connection with the Offering; terms of the Debentures and the Offering; and other statements that are not historical facts. 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: the ability to complete the sale of the Debentures; receipt of the required approvals of the TSX-V; conditions in general economic and financial markets; the ability to complete previously announced transactions; the ability to obtain all necessary regulatory approvals; and the ability to obtain financing on acceptable terms, including Poynt Corp.'s ability to finance its future commitments.
Material risk factors that could cause actual results to differ materially from the forward-looking information include, but are not limited to: risk that the Company will be unable to complete the Offering; the risk that that the TSX-V will not approve the Offering; inability of Poynt Corp. to fund its obligations; the deteriorating economic and market conditions that could lead to reduced spending on information technology products; competition in the Company's target markets; potential capital needs; management of future growth and expansion; the development, implementation and execution of the Company's strategic visions; risk of third-party claims of infringement; protection of proprietary information; customer acceptance of the Company's existing and newly introduced products; the success of brand development efforts; risks associated with strategic alliances; failure of counterparties to perform on contracts; failure to successfully negotiate contracts; failure to successfully negotiate additional preload agreements; reliance on distribution channels; product concentration; need to develop new and enhanced products; potential product defects; ability to hire and retain qualified employees and key management personnel; risks associated with changes in domestic and international market conditions and the entry into and development of new markets for the Company's products; and the risks described under "risk factors" in the Company's Annual Information Form for the year ended December 31, 2010 which is available on Poynt Corp.'s SEDAR profile (www.sedar.com).
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 disclaim any intention and assume 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 forward-looking statements identified above.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The BlackBerry and RIM families of related marks, images and symbols are the exclusive properties and trademarks of Research In Motion Limited. Apple App Store and iPhone are trademarks of Apple Inc., registered in the U.S. and other countries. Windows is a registered trademark of Microsoft Corporation in the United States and other countries. Android is a registered trademark of Google Inc. Nokia is a registered trademark of Nokia Corporation.
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.