MONTREAL, QUEBEC — (Marketwire) — 08/13/12 — Peak Positioning Technologies Inc. (“Peak”) (TSX VENTURE: PKK) today announced that it has closed a first tranche in a non-brokered private placement and has issued 2,000,000 units for gross proceeds of $200,000. Each unit (“Unit”) consists of one (1) common share and one half (1/2) of one common share purchase warrant. Each common share purchase warrant entitles its holder to purchase one common share of Peak, at the price of $0.15, for a 12 month period following the closing date. The private placement consists in the offering of a maximum of 10,000,000 Units priced at $0.10 each, for maximum proceeds of CDN$1,000,000 (the “Offering”). The second tranche is expected to close on or around August 30, 2012. The securities issued pursuant to the Offering are subject to a hold period expiring four (4) months and one day from the date of closing. Peak intends to use the proceeds for general working capital purposes.
Pursuant to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 Respecting protection of minority security holders in special transactions (“MI 61-101”), the private placement constitutes a “related party transaction” as certain directors and officers of Peak (the “Related Parties”) are subscribing for Units. In reviewing the applicable valuation requirements under MI 61-101, Peak has determined that the exemption set out in subsection 5.5 (a) of MI 61-101 is applicable since the aggregate consideration to be paid by the Related Parties does not exceed 25% of the market capitalization of Peak at the date hereof. In addition, subsection 5.7(a) provides that a transaction meeting such criteria is also exempt from the minority shareholder approval requirement. The board of directors of Peak has unanimously approved the Private Placement. Peak has not filed a material change report 21 days prior to the closing of the Private Placement as participation of insiders had not been established at that time.
A finder-s fee consisting of: (i) a cash payment equal to 8% of the gross proceeds raised and (ii) share purchase warrants, equal to 8% of the gross proceeds raised, will be payable to eligible persons in connection with the Offering. Such warrants will entitle the finder to purchase one common share of Peak at the price of $0.15 for a period of 24 months following the closing date. No fees will be paid and no warrants issued, in connection with subscribers which are deemed Related Parties.
Peak also wishes to add that in the press release issued May 1st 2012 (please refer to ), it omitted to mention that the exercise price for the 200,000 incentive stock options issued to Pinnacle Capital Markets Ltd., is $0.10.
About Peak Positioning Technologies Inc.:
Peak Positioning Technologies Inc. (TSX VENTURE: PKK) is a Canadian software developer for smartphones and other mobile computing devices, conducting business primarily in China and North America. In association with its partner, LongKey-Hong Kong Ltd, the company has developed a suite of applications for mobile devices that includes: cloud-based calendar, e-mail and contacts synchronization, automated device configuration, and HomeWave mobility security. While LongKey markets the applications in China through its partnerships with major Chinese telecommunication companies and banks, Peak plans to similarly market the applications for its own account in North America. For more information: .
Neither the TSX Venture Exchange, Inc. nor its Regulation Service Provider (as that term is defined under the policies of the TSX Venture Exchange) has in any way passed upon the merits of the Proposed Acquisition and associated transactions and has neither approved nor disapproved of the contents of this press release.
Contacts:
Pinnacle Capital Markets
Spyros P. Karellas
President and CEO
416-800-8921
Pinnacle Capital Markets
Stephen Goodfellow
Vice-President
416-900-3719
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