Toronto, Ontario--(Newsfile Corp. - August 19, 2024) - Personas Social Incorporated (the "Company") (TSXV: PRSN) is pleased to announce it has entered into a letter of intent (the "LOI") with Mii.TV Inc. ("Mii.TV") dated July 29, 2024 with respect to the sale of the assets of the Company's 'Peeks Social' web and app based platform ("Peaks Asset") to Mii.TV (the "Transaction").
The Transaction will be considered a related party transaction pursuant to TSX Venture Exchange Policies and applicable securities laws as Mr. Mark Itwaru is a major shareholder and a director and officer of the Company and of Mii.TV, and the sale of the Peeks Asset is being considered a sale of all or substantially all of the assets of the Company.
If the Transaction is consummated, the Company plans to devote its resources to the development of its new and re-launched Keek Social web and app-based platform. Keek Social offers users the chance to share their lives and connect with others through both short-form and long-form videos.
Details of the Proposed Transaction
The Company will sell 100% of the Peeks Asset to Mii.TV for a purchase price of $4,540,000 ("Purchase Price"). The Transaction is structured whereby 50% of the Purchase Price will be paid on closing ($2,270,000) ("ClosingAmount") and this Closing Amount will be made up of $1,056,280 which consists of accounts payable of the Peeks Asset that will be assumed by Mii.TV and the sum of $1,, representing debt deposits owed to customer of the Peeks Assets, and the remaining amount of $53,000 will be paid in cash on closing. The remaining 50% of the Purchase Price will be paid over the course of the next 36 months from the date of closing with 16.6% ($756,666) of the Purchase Price being paid on or before the first anniversary of the closing of the Transaction, 16.6% ($756,666) of the Purchase Price to be paid on or before the second anniversary of the closing of the Transaction and the remaining 16.8% ($756,668) of the Purchase Price to be paid within 36 months from the date of closing of the Transaction (collectively, these amounts are the "Remaining Purchase Price Payments"), subject to the following adjustment that have been agreed to by the parties - following the closing of the sale of the Peeks Asset from the Company to Mii.TV, if the Peeks Asset ceases to operate, indefinitely as agreed to by the Company and Mii.TV in writing, due to third party matters, decisions or rulings, regulatory, banking or otherwise, Mii.TV shall only be required to pay a pro-rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Asset ceased to operate following closing of the Transaction, and for greater certainty, if there are interruption(s) in the business of the Peaks Asset, as agreed to by the Company and Mii.TV in writing, the Remaining Purchase Price Payments will still be owed, due and payable.
The Transaction is subject to customary closing conditions such as due diligence, board approvals, regulatory approvals and is subject to approval by the TSX Venture Exchange (the "TSXV") and the Company and Mii.TV plan to enter into a definitive agreement for the purchase and sale of the Peeks Asset.
The Transaction is a "related party transaction" for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of the fact that Mark Itwaru, the Chairman and CEO of the Company controls and is also a director and officer of Mii.TV, thereby necessitating that the Company obtain a formal valuation for, and minority approval of, the Transaction in the absence of exemptions from such requirements, and the sale of the Peeks Asset is being considered a sale of all or substantially all of the assets of the Company, which will be more fully described in the Information Circular (defined below). The Company may file a material change report prior to or upon completion of the Transaction, if and as required, and the Transaction does not result in any new insider or control person being created for the Company as no new securities are being issued.
The Company will comply with internal controls, regulatory requirements, TSXV Policies regarding the Transaction as it is considered a 'related party transaction' pursuant to TSXV Policies and securities laws and the sale of the Peeks Asset is being considered a sale of all or substantially all of the assets of the Company, which will be more fully described in the Company Information Circular (defined below). There are no finder's fee or commissions being provided in connection with the Transaction.
Special Committee of Directors
As the Transaction is deemed to be a related party transaction and is being considered a sale of all or substantially all of the assets of the Company, the board of directors of the Company (the "Board") established an independent special committee of directors (the "Special Committee") to explore and negotiate the Transaction. The Committee is comprised of Messrs. William Lavin and James Westlake, each of whom were independent directors of the Company. Mr. Itwaru has recused himself from the negotiations and will abstain from voting as a director on the Transaction as a result of his interests in Mii.TV.
Upcoming Annual General and Special Shareholder Meeting & Approvals
In connection with the Transaction, the Company is preparing an information circular (the "Information Circular") which has been submitted to the TSXV in accordance with TSXV policies and will be mailed to Company shareholders (the "Shareholders"). The Company intends to hold an annual general and special meeting of shareholders of the Company on October 1, 2024 to, among other things, seek obtain the requisite approvals from shareholders, and disinterested shareholders as required for the Transaction, and to obtain certain other general meeting matter approvals (the "Meeting"). At the Meeting the Company plans to obtain shareholder approvals for the following Meeting matters:
- to receive and consider the financial statements of the Company as at and for the year ended December 31, 2023 and December 31, 2022, together with the report of the auditors thereon
- to fix the number of directors of the Company to be elected at the Meeting at three (3) members (being Bill Lavin, James Westlake and Mark Itwaru);
- to elect the directors of the Company for the ensuing year;
- to appoint the auditors of the Company for the ensuing year and to authorize the directors of the Company to determine the remuneration to be paid to the auditors;
- to consider and, if deemed advisable, to pass an ordinary resolution, the full text of which is set forth in the accompanying Information Circular, adopting and re-approving the stock option plan of the Company and authorizing the Company's board of directors to make any amendments thereto that may be required for the purpose of obtaining the approval of applicable securities regulatory authorities or stock exchanges;
- to consider and, if deemed advisable, to pass, with or without variation, a special resolution by disinterested Shareholders, the full text of which is set out in the Information Circular, to approve the sale of the assets of the Company's Peeks Asset to Mii.TV in accordance with 61-101, and as the Transaction may be considered a sale of all or substantially all of the assets of the Company dissent rights will be provided to Shareholders, as more particularly described in the accompanying Information Circular;
In connection with the Meeting, the Information Circular and meeting materials, being made up of the notice of meeting, form of proxy, a formal valuation report prepared by an independent third party and related meeting materials (collectively, the "Meeting Materials") will be mailed by the requisite times to their Shareholders for the Meeting date on October 1, 2024. Shareholders are urged to carefully review all Meeting Materials as they contain important information concerning the Transaction and the rights and entitlements of the Shareholders in relation thereto. The Meeting Materials will be made available on SEDAR+ under the Company's profile at www.sedarplus.ca. The full terms of the Transaction and accompanying requisite approvals are in the Information Circular. Subject to receiving all such requisite approvals, the Transaction is anticipated to be completed on or before October 31, 2024.
Protection of Minority Shareholders
At the Meeting, the Shareholders will consider, and if determined advisable, approve among other things, the Transaction as it is considered a related party transaction on a disinterested shareholder basis. Pursuant to 61-101 and TSXV Policy 5.9, because the Transaction is being considered a Related Party Transaction (as defined in the policies of the TSXV) by the TSXV, the Transaction must be approved by at least a majority of all votes cast by the disinterested Shareholders at the Meeting which shall exclude the votes of Insiders, Principals, Control Persons and Non-Arm's Length Parties (as defined in TSXV Policies) to the Company, and persons acting jointly or in concert with such Non-Arm's Length Parties (as defined in TSXV Policies). The remaining meeting matters must be approved by at least an ordinary resolution (>50%) or a special resolution (66 2/3 %) of all votes cast by the Shareholders on each such resolution, as applicable.
About Personas
Personas Social Incorporated is a Canada-based company engaged in the business of offering live video conferencing technology, live streaming, social media products and services for use by consumers and businesses, with a focus on mobile (iOS and Android) products. It focuses on providing social commerce-enabled products which allow for a monetizable user experience to all users, consumers and businesses alike. The Company accomplishes this by offering products which are complete with enterprise-grade e-commerce infrastructure including multi-currency, multi-lingual, turnkey mobile commerce suites for users.
Forward Looking Statements
This press release contains statements that constitute " forward-looking statements". Such forward looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements, or developments to differ materially from the anticipated results, performance or achievements expressed or implied by such forward-looking statements.
Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information in this press release include: information relating to the Transaction and all ancillary matters; and the sale of the Peeks Asset and it being able to continue to operate as a going concern. Such statements and information reflect the current view of the Company. By their nature, forward- looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements.
The forward-looking statements contained in this news release represent the expectations of the Company as of the date of this news release and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking statements and should not rely upon this information as of any other date. The Company undertakes no obligation to update these forward-looking statements in the event that management' s beliefs, estimates or opinions, or other factors, should change.
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.
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