PRIMARY PETROLEUM jodelt ein hin du
Seite 1 von 2 Neuester Beitrag: 25.04.21 00:08 | ||||
Eröffnet am: | 08.02.12 12:20 | von: buran | Anzahl Beiträge: | 44 |
Neuester Beitrag: | 25.04.21 00:08 | von: Petrajarla | Leser gesamt: | 13.386 |
Forum: | Hot-Stocks | Leser heute: | 5 | |
Bewertet mit: | ||||
Seite: < | 2 > |
bitte die Briefseite benutzen um Anteilshaber zu werden,viel Glück all den Glücklichwerdenden
Frankfurt 10.000 0,373 € 0,413 € 10.000 10,72% 11:26:58
auf der rechten Seite Klein Schneckelsdorf
Spässle
man sieht an Hand der Prozente
dass hier heges Interesse besteht
die Sucht nach Prozenten
Date: 25-Jan-14
Contributor:§S&P Capital IQ Quantitative Report
Title:§Primary Petroleum
Document Size: 5 pages
Price: $57.50
Document Type: Adobe Acrobat Reader®
Download free Adobe Acrobat Reader®
http://reports.finance.yahoo.com/w0?r=62590240:1
Incorporating the knowledge acquired from a recently completed $41 million exploratory drilling program, Primary has gone on to identify a number of well supported exploration and development opportunities in formations ranging from the Cretaceous period to the Devonian period . Primary's land capture is offsetting the previously exploited Pondera Field which produced a total of 29MM barrels of oil.
All Primary's new play types encompass petroleum systems with carbonate and clastic targets. Favourable mineralogy and multiple pay intervals are some of the key characteristics demonstrated by the plays developed.
A combination of Company Exploration and successful analogues provides a basis for future exploration and development opportunities on the Primary Southern Alberta Basin Pondera Teton Prospect in Northwestern Montana.http://www.primarypetroleum.com/
§
Last Trade: 0.24
Day High: 0.26
Day Low: 0.205
Net Change: +0.03
Volume: 5565763§
http://www.primarypetroleum.com/
PRIMARY PETROLEUM AND KEEK JOINTLY
ANNOUNCE A LETTER OF INTENTION FOR A PROPOSED MERGER
November 19, 2013 - Calgary, Alberta, Canada – Primary Petroleum Corporation “TSXV:PIE.V”;
OTCQX: PETEF (“Primary” or the “Corporation”), and Keek Inc. (“Keek”), a private Ontario
corporation, announced today that they have entered into an arm’s length letter of intent dated
November 15, 2013 (the “LOI”). Keek is a private global social video company that enables its
users to create up to a 36 second video message (a “keek”) and share it with the Keek community.
Description of the Transaction
The LOI contemplates Primary acquiring all of the outstanding shares of Keek in exchange for shares of
Primary on a one-for-one basis. The transaction would be accounted for as reverse take-over of Primary
by Keek under the policies of the TSX Venture Exchange (the “Exchange”). Primary’s core business
would become the business of Keek and Primary would change its name to “Keek Inc.”.
The LOI contemplates Primary and Keek entering into a definitive agreement prior to December 16,
2013, to complete an amalgamation, plan of arrangement, take-over bid, reorganization or similar
transaction (the “Proposed Transaction”). The LOI may be terminated by either party in certain
circumstances, including if the definitive agreement is not executed prior to December 23, 2013. In
accordance with the Proposed Transaction, Primary is expected to issue approximately 175 million
Primary shares (“Primary Shares”) in exchange for all of the issued and outstanding shares of Keek. As
a result, there is expected to be approximately 322 million Primary Shares outstanding upon completion
of the Proposed Transaction. The Keek shareholders will own approximately 54% of the outstanding
Primary Shares (non-diluted) following completion of the Proposed Transaction.
A number of conditions need to be met before Primary and Keek can complete the proposed transaction,
including but not limited to: the completion of due diligence, entering into a definitive agreement to
merge, the approval of the Exchange for the change of business, obtaining the necessary shareholder
approvals of both Primary and Keek shareholders, as well as other applicable regulatory authorities.
Primary has agreed to provide Keek with interim financing, subject to Exchange acceptance, as follows:
(i) a $600,000 six month senior secured convertible debentures bearing interest at 12% per annum payable
in arrears which will be advanced on November 19, 2013; (ii) an additional $1,000,000 debenture on the
same terms, which will be advanced upon the signing of the definitive agreement; and (iii) an additional
$1,000,000 debenture on the same terms, which would be advanced upon Primary’s receipt of the
Exchange’s consent to mail its information circular to the Primary shareholders in connection with
approvals sought for the Proposed Transaction.
In addition to approximately $15 million of working capital that Primary will have at the time of closing,
it is currently anticipated the parties intend to secure additional equity financing by way of a private
placement, which will be completed concurrently with the completion of the Proposed Transaction. The
proceeds from the equity raise are expected to be used for ongoing operations and continued growth to the
Keek community of users.
About Keek Inc.
Keek, a private Ontario company founded in 2011, has established a global social video community with
over 60 million registered users sharing “keeks.” A “keek” is a short video message that is shared with {W:/DOCS/5246.014/01/00364643.DOCX / 2}
others. Keeks can be replied to with a “keek back”. Keek has other unique features and continues to
develop its user base and platform. Since inception, Keek has raised over $30 million in private capital.
Keek is controlled by its two founders, David Kerzner and Isaac Raichyk, residents of Ontario.
Mike Marrandino, President & CEO stated: “While clearly a possible shift in the direction of the
company, Primary is pleased to have found this unique opportunity and to enter into the LOI process with
Keek. Keek’s global brand, established social video platform and a community in excess of 60 million
users provides Primary with an incredible opportunity to enter the exciting social media space.”
“Keek is pleased about the proposed partnership with Primary as it allows Keek to focus on building its
community, markets and team. We are excited to be advancing our business. Keep Keeking,” said Gary
Clifford, Interim CEO & Director of Keek.
There can be no assurance that the Proposed Transaction will be completed as proposed or at all. Primary
will provide further disclosure by way of press releases and updates as such additional information
becomes available, including the deemed aggregate acquisition cost and deemed price per share, a
summary of key financial information concerning Keek, details of the proposed equity financing and a
description of the proposed directors and officers for the combined company.
Primary intends to make an application to the Exchange for an exemption from the sponsorship
requirements in connection with the Proposed Transaction. There is no assurance that such an exemption
will be granted.
The shares of Primary will remain halted pending receipt by the Exchange of certain required
documentation pursuant to the policies of the Exchange.
About Primary
Primary is a junior oil and gas company engaged in exploration and development activities in NW
Montana. Primary is not currently producing any hydrocarbons, but it holds substantial land positions in
both an unconventional and conventional oil play. A successful transaction with Keek would involve the
disposition by Primary of its oil and gas assets.
For further information, please contact:
Primary Petroleum Corporation Keek Inc.
Mike Marrandino – President & CEO Gary Clifford – Director
Telephone: (403) 930-3224 Telephone: (647) 281 1831
mike@primarypetroleum.com gclifford@penfoldcapital.com
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and, if
applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the
transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will
be completed as proposed or at all. Investors are cautioned that, except as disclosed in the management information circular or
filing statement to be prepared in connection with the transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Primary should be
considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved
nor disapproved the contents of this press release.
Forward Looking Statements
This news release contains forward-looking statements relating to the timing and completion of the Proposed Transaction, the future operations
of Primary and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”,
“should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release, {W:/DOCS/5246.014/01/00364643.DOCX / 2}
including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of Primary, are forward looking
statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ
materially from Primary's expectations are risks detailed from time to time in the filings made by Primary with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the control of Primary. As a result, Primary cannot guarantee that the Proposed
Transaction will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on
any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be
incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this
news release and Primary will update or revise publicly any of the included forward-looking statements as expressly required by Canadian
securities lawhttp://www.primarypetroleum.com/pdf/PIE_News_2013-11-19.pdf
(TSX-V: PIE OTCQX: PETEF)
For Immediate Release January 21, 2014
PRIMARY PETROLEUM PROVIDES FURTHER DETAILS ON
PROPOPOSED TRANSACTION WITH KEEK INC.
Calgary, Alberta, Canada – Primary Petroleum Corporation “PIE” (“Primary” or the
“Corporation”). Further to its press releases dated November 19 and December 23, 2013,
Primary is pleased to provide additional information concerning its proposed transaction with
Keek Inc. ("Keek"). The transaction is structured as a three-cornered amalgamation (the
"Amalgamation") and, as a result, the amalgamated corporation ("Amalco") will become a
wholly-owned subsidiary of Primary at the closing of the Amalgamation. Under TSX Venture
Exchange ("TSXV") policy, the Amalgamation will constitute a reverse take-over ("RTO") and a
change of business ("COB") for Primary, as Primary will become the “Resulting Issuer” and carry
on the business of Keek. Primary has applied to the TSXV for conditional acceptance to have the
common shares of the Resulting Issuer listed for trading on the TSXV following the
Amalgamation ("Resulting Issuer Shares"). Depending upon the timing for receipt of consent
from the TSXV to mail a circular to its shareholders, Primary anticipates closing the
Amalgamation on or about March 31, 2014.
Primary’s common shares were halted on November 18, 2013, in connection with the
announcement of the Amalgamation. Primary’s common shares are expected to resume
trading on or about January 23, 2014. http://www.primarypetroleum.com/pdf/PIE_News_2014-01-21.pdf
an unconventional and conventional oil play in NW Montana. Upon completion of the
Amalgamation, Primary intends to dispose of its oil and gas assets.
For further information, please contact:
Primary Petroleum Corporation Keek Inc.
Mike Marrandino – President & CEO Gerry Feldman, CPA, CA – Interim CEO
Telephone: (403) 930-3224 Telephone (416) 606-7655
mike@primarypetroleum.com gerry@keek.com
Completion of the Amalgamation is subject to a number of conditions, including TSXV
acceptance and disinterested shareholder approval. The transaction cannot close until the
required shareholder approvals from both Keek and Primary are obtained. There can be no
assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in
connection with the transaction, any information released or received with respect to the COB
and RTO may not be accurate or complete and should not be relied upon. Trading in the
securities of Primary should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release. http://www.primarypetroleum.com/pdf/PIE_News_2014-01-21.pdf
of Primary and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”,
“may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release,
including, without limitation, statements regarding the Proposed Transaction and the future plans and objectives of Primary, are forward
looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual
results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to
differ materially from Primary's expectations are risks detailed from time to time in the filings made by Primary with securities regulations.
The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or
circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks,
uncertainties, and other factors, many of which are beyond the control of Primary. As a result, Primary cannot guarantee that the
Amalgamation will be completed and that any forward-looking statement will materialize and the reader is cautioned not to place undue
reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation,
may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news
release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the
date of this news release and Primary will update or revise publicly any of the included forward-looking statements as expressly required by
Canadian securities law. http://www.primarypetroleum.com/pdf/PIE_News_2014-01-21.pdf
Share Listing TSX Venture "PIE" | OTCQX "PETEF"
Shares Outstanding 147 million basic
Warrants Outstanding Nil
Stock Options 12 million
Fully Diluted 159 million shares
Share Price High $0.56, Low $0.055 (past 52 weeks)
Insider Ownership 19%
Corporate Information April 25, 2013
Debt None§
Working Capital $16.0 million
Production Nil§
Land Holdings over 370,000 gross / 310,000 net acres (578 gross / 484 net sections) in the Southern Alberta Basin in NW Montana.
Auditors§Davidson & Company LLP
Legal Counsel Tingle Merrett LLP, Calgary, AB
Lee Law LLP, Shelby, MT
Head Office 700 - 4th Avenue S.W., Suite 480
Calgary AB T2P 3J4
Phone403-262-3132
Email info@primarypetroleum.com§
Last updated April 25, 2013
http://www.primarypetroleum.com/...ations&subpg=share_information