The Conversation (0)
Peeks Social Ltd. (TSXV:PEEK) have reported that the acquisition of Personas.com Corporation has been completed pursuant to an amalgamation agreement between Peeks Social, Personas, Riavera Corp. As quoted in the press release: Articles of amalgamation to amalgamate Peeks Social Subco, Personas, and Riavera Subco were filed on May 2, 2018, resulting in the creation of a …
Peeks Social Ltd. (TSXV:PEEK) have reported that the acquisition of Personas.com Corporation has been completed pursuant to an amalgamation agreement between Peeks Social, Personas, Riavera Corp.
As quoted in the press release:
Articles of amalgamation to amalgamate Peeks Social Subco, Personas, and Riavera Subco were filed on May 2, 2018, resulting in the creation of a single wholly-owned subsidiary named Peeks Social Technologies Holding Inc. (the “Transaction”).
Shareholders of both Peeks Social and Personas overwhelmingly approved the Transaction as reported on April 19 and May 2, 2018. The closing of the Transaction has resulted in the acquisition of the technology assets of the Peeks Social livestreaming product and in the Company receiving 100% of the gross revenue generated by these assets. Details of the Transaction can be found in the Company’s Information Circular dated March 19, 2018, as posted under the Company’s profile on SEDAR.
Prior to the Transaction, Personas was a private company controlled by Mr. Mark Itwaru, Chairman & CEO of the Company. Riavera is an existing “Control Person” of the Company within the meaning of the rules and policies of the TSX Venture Exchange, and is a significant shareholder of the Company and a related party to Personas prior to the Transaction. Collectively and immediately prior to the Transaction these parties owned an aggregate of 15,602,388 common shares of the Company, representing 24.0% of the issued and outstanding shares of the Company pre-Transaction (non-diluted).
To effect the Transaction the Company issued 175,150,454 common shares to the shareholders of Personas and Riavera Subco (including 61,340,322 issued to Mr. Mark Itwaru, 55,346,527 issued to Riavera, and 1,245,492 issued to certain directors and officers of the Company) on May 7, 2018, at a negotiated price of $0.7308 per share. The closing price of the Company’s common shares on the TSX Venture Exchange on May 7, 2018, was $0.395. The Company now has 240,126,725 issued and outstanding common shares.
Following the Transaction, Mr. Mark Itwaru and Riavera collectively own an aggregate of 132,289,237 common shares of the Company, representing 55% of the issued and outstanding common shares of the Company (non-diluted). This ownership position, being over 50% of the outstanding voting common shares, provides Mr. Itwaru with the sole ability to determine who is elected as directors of the Corporation. As a majority shareholder, there may be conflicts of interest that arise between Mr. Itwaru and the Corporation.
Click here for the full text release.
