/NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR
DISSEMINATION TO U.S. NEWSWIRE SERVICES/
CALGARY, June 22, 2012 /CNW/ - Poynt Corporation (TSX-V: PYN, OTCQX:
PNYTF) ("Poynt Corp." or the "Company"), a leading provider of mobile
local search and advertising services, today announced that it has
revised the terms of its previously announced private placement of up
to 140,000,000 units ("Units") at a price of $0.05 per Unit for gross
proceeds of up to $7,000,000. Poynt Corp. has entered into an agreement
with Canaccord Genuity Corp. (the "Agent") pursuant to which the Agent
has agreed to sell on a "best efforts" private placement basis, up to
120,000,000 Units of the Company at a price of $0.05 per Unit for gross
proceeds of up to $6,000,000 (the "Base Offering"). In addition, the
Company has granted to the Agent an option exercisable at any time up
to 30 days following the closing date of the Base Offering to acquire
up to an additional 60,000,000 Units of the Company. In the event that
the option is exercised in full, the aggregate gross proceeds of the
offering (the "Offering") will be up to $9,000,000.
Each Unit will be comprised of one common share of the Company ("Common
Share") and one warrant to purchase a Common Share of the Company
("Warrant"). Each Warrant will entitle the holder to acquire one Common
Share at an exercise price of $0.10 for a period of twenty-four months
from the date of issuance.
A cash fee will be payable to the Agent under the Offering of up to 7.5%
of the gross proceeds of the Offering and the Agent will be granted
that number of non-transferable warrants ("Broker Warrants") equal to
10.0% of the aggregate number of Units sold pursuant to the Offering.
Each Broker Warrant will be exercisable to acquire one Unit of the
Company for a period of 24 months following the date of issuance at a
price of $0.05 per Unit. In addition, Canaccord Genuity Corp. acted as
a special financial advisor to the Company in connection with the
Offering and will be paid a fee for such services through the issuance
of 2,000,000 Common Shares.
The Common Shares and Warrants (including any Common Shares issued on
exercise of the Warrants) comprising the Units and the Broker Warrants,
the Broker Warrants and the Common Shares issuable to the Agent as an
advisory services fee will be subject to a hold period under applicable
Canadian securities laws, which hold period expires 4 months and a day
from the closing date of the Offering.
The Company intends to use a significant portion of the net proceeds of
the Offering to repay a currently outstanding secured loan, to satisfy
outstanding payables, and the balance will be used for general working
The Company expects to complete the Base Offering on or about June 29,
2012. The Offering is subject to receipt of all necessary regulatory
approvals, including the approval of the TSX Venture Exchange, and
satisfaction of all other customary closing conditions.
The securities offered have not been and will not be registered under
the U.S. Securities Act of 1933, as amended, or any state securities
law and may not be offered or sold in the United States absent
registration or applicable exemption from those registration
requirements. This press release shall not constitute an offer to sell
or the solicitation of an offer to buy nor shall there be any sale of
the securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About the Poynt Platform
Poynt is a convenient and timesaving GPS-enabled mobile local search and
advertising platform that connects consumers to local offers,
businesses, events, restaurants, movie theatres, gas prices and weather
information at the moment they are looking to buy or acquire products
or services. Poynt provides consumers with the ability to move beyond
discovery of their local area to view movie trailers and reviews, buy
movie tickets, click-to-call businesses, get directions, browse listing
websites, read reviews and book dining reservations or find and
interact with local coupons and offers.
Poynt provides contextual and relevant advertising to users performing
local queries and its revenue model is based on user queries, page
views, advertising and transactions within the platform. Each user
query generates several page views, which are monetized through display
advertising and sponsored listings paid for by advertisers. These
advertising placements generate revenues on a cost per thousand
impressions (CPM) basis or on a cost per click (CPC) basis.
Transactions, such as ticket sales and restaurant reservations, also
contribute to revenues on a fee for service basis.
About Poynt Corporation
Poynt Corp. (about.poynt.com) (TSX-V: PYN, OTCQX: PNYTF) is a global
leader in the mobile local advertising space. Its Location Based Search
(LBS) and advertising platform, Poynt (www.poynt.com), enhances a user's ability to connect with the people, businesses and
events most important to them. Poynt is available on Android, iPhone,
Windows Phone and Nokia devices, along with BlackBerry smartphones and
BlackBerry PlayBook Tablets in Canada, the United States, Europe, India
and Australia. Poynt Corp. entered the mobile publishing space with the
acquisition of an advertising publishing platform in January 2011.
Whether through the Poynt Local Search Platform or the Ad Publishing
Platform, Poynt Corp. simplifies connecting consumers with businesses,
retailers and events. Headquartered in Calgary, AB, Canada, Poynt Corp.
trades on the TSX Venture Exchange under the symbol PYN and in the
United States on the OTCQX under the symbol PNYTF.
Important Cautions Regarding Forward-looking Statements
This news release contains forward-looking statements relating to: the
anticipated proceeds from the Offering; the use of proceeds of the
Offering; projected timing of closing the Offering; the receipt of all
necessary regulatory approvals and satisfaction of all other customary
closing conditions in connection with the Offering; terms of the Units,
the Common Shares, the Warrants, the Broker Warrants and the Offering;
and other statements that are not historical facts. Such
forward-looking statements are subject to important risks,
uncertainties and assumptions. The results or events predicated in
these forward-looking statements may differ materially from actual
results or events. As a result, you are cautioned not to place undue
reliance on these forward-looking statements.
These forward-looking statements are based on certain key assumptions
regarding, among other things: the ability to complete the sale of the
Units; receipt of the required approvals of the TSX Venture Exchange;
conditions in general economic and financial markets; the ability to
complete previously announced transactions; the ability to obtain all
necessary regulatory approvals; and the ability to obtain financing on
acceptable terms, including Poynt Corp.'s ability to finance its future
Material risk factors that could cause actual results to differ
materially from the forward-looking information include, but are not
limited to: risk that the Company will be unable to complete the
Offering; the risk that that the TSX Venture Exchange will not approve
the Offering; inability of Poynt Corp. to fund its obligations; that
the Board of Directors of the Company determines that it would be in
the best interests of the Company to deploy the net proceeds for some
other purpose; the deteriorating economic and market conditions that
could lead to reduced spending on information technology products;
competition in the Company's target markets; potential capital needs;
management of future growth and expansion; the development,
implementation and execution of the Company's strategic visions; risk
of third-party claims of infringement; protection of proprietary
information; customer acceptance of the Company's existing and newly
introduced products; the success of brand development efforts; risks
associated with strategic alliances; failure of counterparties to
perform on contracts; failure to successfully negotiate contracts;
failure to successfully negotiate additional preload agreements;
reliance on distribution channels; product concentration; need to
develop new and enhanced products; potential product defects; ability
to hire and retain qualified employees and key management personnel;
risks associated with changes in domestic and international market
conditions and the entry into and development of new markets for the
Company's products; and the risks described under "risk factors" in the
Company's Annual Information Form for the year ended December 31, 2010
which is available on Poynt Corp.'s SEDAR profile (www.sedar.com).
The forward-looking statements contained in this press release are made
as of the date of this press release. Except as required by law, the
Company disclaims any intention and assumes no obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, the Company
undertakes no obligation to comment on expectations of, or statements
made by, third parties in respect of the forward-looking statements
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any state in the United States in which such
offer, solicitation or sale would be unlawful. The securities referred
to herein have not been and will not be registered under the United
States Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
The BlackBerry and RIM families of related marks, images and symbols are
the exclusive properties and trademarks of Research In Motion Limited.
Apple App Store and iPhone are trademarks of Apple Inc., registered in
the U.S. and other countries. Windows is a registered trademark of
Microsoft Corporation in the United States and other countries. Android
is a registered trademark of Google Inc. Nokia is a registered
trademark of Nokia Corporation.
SOURCE Poynt Corporation
For further information:
For Poynt Corp.:
Andrew Osis, CEO
Investor Relations Contact for Poynt Corp.:
Liolios Group, Inc.
Scott Liolios or Matt Glover