Business
Personas Executes Definitive Agreement to Sell Peeks Asset
Toronto, Ontario--(Newsfile Corp. - August 20, 2024) - Personas Social Incorporated (TSXV: P...
About this update from Keek Social Inc.
[{"type":"text","content":"Personas Executes Definitive Agreement to Sell Peeks AssetToronto, 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 Dir...