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or Name
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Keek Inc
Symbol KEK
Shares Issued 343,658,113
Close 2014-10-27 C$ 0.095
Market Cap C$ 32,647,521
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Keek to issue up to $5-million of secured notes

2014-10-28 08:43 ET - News Release

Ms. Alex Cameron reports

KEEK ENTERS INTO LOAN AGREEMENT AND PROVIDES UPDATE ON OTHER MATTERS

Keek Inc.'s board of directors has authorized the company to seek financing through the issuance of secured notes of up to $5-million. The company intends to use the proceeds from the notes for general working capital purposes.

The notes will bear interest at a rate of 12 per cent per annum on the principal amount outstanding and will be repayable in 12 months from the date issued. The notes will be secured by a general security agreement over all present and future assets and intangibles of the company. In consideration for the notes, the company has agreed to issue an aggregate of up to five million common share purchase warrants. Each warrant will entitle the holder to purchase one common share of the company at an exercise price of 10 cents per share at any time up to three years after the date of issue. The warrants will be subject to a statutory four-month hold period.

Pinetree Capital Inc., a significant shareholder of the company, has agreed to subscribe for $3-million of notes. Sheldon Inwentash and Gerry Feldman, directors of the company and management of Pinetree, abstained from voting in connection with the approval of the issuance of notes to Pinetree. The initial closing of notes to Pinetree is expected to occur on Oct. 31, 2014, with one or more additional closing to be held in November. The issuance of the notes is subject to execution of loan and security documents and receipt of approval from the TSX Venture Exchange. The purchase of notes by Pinetree is a related party transaction as defined under Multilateral Instrument 61-101; however, it is exempt from the minority shareholder approval requirements as the commercial terms are not less advantageous to the issuer than if the loan was obtained from an arm's-length party and the notes are not convertible into equity of the company.

"Not only is this financing a welcome vote of confidence from one of our major shareholders, this financing allow us to further strengthen our balance sheet to enable continued accelerated growth," said Alexandra Cameron, chief executive officer of Keek.

The board of directors of Keek also approved fixing Nov. 10, 2014, as the record date for a special meeting of the Keek shareholders proposed to be held on Dec. 16, 2014, to consider a consolidation of the common shares and a routine amendment to the company's stock option plan. The information circular which will contain complete details regarding the proposed consolidation and is expected to be completed and mailed on or about Nov. 12, 2014.

Keek also announced today that it is in the final stages of its previously announced divestiture of its oil and gas assets. The company entered into a definitive agreement with an arm's-length party to dispose of its undeveloped oil and gas leases in Montana. The buyer will assume the company's working interest and share of the reclamation costs and in turn will grant Keek a 1-per-cent gross overriding royalty on any future production from the leases. The divestiture is subject to completion of due diligence and any necessary regulatory or third party approvals.

We seek Safe Harbor.

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