Toronto, Ontario--(Newsfile Corp. - August 20, 2024) - Personas Social Incorporated (TSXV: PRSN) (the "Company") announces that further to its press release dated August 16, 2024, it has entered into a definitive agreement (the "Agreement") with Mii.TV Inc. ("Mii.TV") dated August 19, 2024 with respect to the sale of the assets of the Company's 'Peeks Social' web and app based platform ("Peeks Asset") to Mii.TV (the "Transaction").
If the Transaction is consummated, the Company plans to devote its resources to the development of its new and re-launched Keeks 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.
The Transaction is subject to customary closing conditions such as board and shareholder approvals, regulatory approvals and that no greater than 5% of dissent rights shall be exercised by shareholder of the Company in connection with the Transaction, which such amount is subject to waiver by the directors of the Company, in their sole and absolute discretion. The Transaction is also subject to approval by the TSX Venture Exchange (the "TSXV").
A special committee of directors of the Company, made up of Bill Lavin (CFO and Director) and James Westlake (Director) negotiated the Agreement on behalf of the Company. Mr. Lavin and Mr. Westlake, each of whom are directors of the Company, have no interest in nor are they related parties to Mii.TV. Mr. Itwaru recused himself from the negotiations and abstained from voting as a director on the Transaction as a result of his interests in Mii.TV.
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 majority of the minority shareholder (>66 2/3 basis) approval of the Transaction, 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's Directors and Special Committee (defined below) will obtain a fairness opinion on the Transaction from an independent third party, but a formal valuation based on TSXV Policy 5.4 has not been obtained. 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.
Details of the 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 the sum of $1,056,280 which consists of accounts payable of the Peeks Asset that will be assumed by Mii.TV and the sum of $1,160,720 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 Peeks Asset ceased to operate following closing of the Transaction, and for greater certainty, if there are interruption(s) in the business of the Peeks Asset, as agreed to by the Company and Mii.TV in writing, the Remaining Purchase Price Payments will still be owed, due and payable.
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 to 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").
In connection with the Meeting, the Information Circular and meeting materials, being made up of the notice of meeting, form of proxy, a fairness opinion 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.
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; the Agreement and closing of the Transaction, 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/220574
