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TORONTO and AUSTIN, TX, July 10, 2015 /CNW/ - JJR Private Capital is pleased to announce that Perk.com Inc. (the "Corporation"), formerly Mira VI Acquisition Corp. has completed its qualifying transaction (the "Qualifying Transaction") pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange ("TSXV"). In accordance with the previously announced merger agreement dated May 29, 2015 (the "Merger Agreement"), Mira VI SubCo Inc., a wholly-owned subsidiary of the Corporation, merged into Perk.com Inc. and was renamed Perk.com US Inc. (the "Merger"). The Qualifying Transaction was structured as a reverse triangular merger under the Delaware General Corporation Law as a result of which Perk.com US Inc. became a wholly-owned subsidiary of the Corporation.
Prior to the completion of the Qualifying Transaction, the common shares of the Corporation were consolidated on the basis of 41.6667 common shares outstanding prior thereto to one common share outstanding thereafter. The common shares of the Corporation are expected to commence trading on the Toronto Stock Exchange under the symbol "PER" on July 15, 2015 and will be delisted from the TSX Venture Exchange on the same date.
On June 2, 2015 Perk.com US Inc., formerly Perk.com Inc. completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") conducted by a syndicate of agents lead by Canaccord Genuity Corp. and Beacon Securities Limited (together, the "Lead Agents"). Pursuant to the Private Placement, Perk.com US Inc. issued 4,000,000 Subscription Receipts at a price of C$6.25 per Subscription Receipt for total gross proceeds of C$25,000,000. Each Subscription Receipt was exchanged for one common share of Perk.com US Inc., which common shares were then exchanged for common shares of the Corporation, on a one for one basis, pursuant to the Merger Agreement. The proceeds of the Private Placement were released from escrow on closing of the Qualifying Transaction.
The Agents received a cash commission in the amount of C$1,409,096.25 together with options to purchase, 240,000 common shares of Perk.com US Inc. at an exercise price of C$6.25 ("Agents' Options"). Each Agents' Option is exercisable until July 10, 2017. Pursuant to the Merger Agreement, the Agents' Options were exchanged for options to purchase common shares of the Corporation on the same terms as those contained in the Agents' Option. For more information on the Private Placement and the Qualifying Transaction, please refer to the filing statement dated June 29, 2015 filed under the Corporation's profile on SEDAR at www.sedar.com.
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ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
About Perk.com Inc.
Perk.com Inc.'s subsidiary Perk.com US Inc. was formed in December, 2009. Perk is headquartered in Austin, TX. and provides a rewards platform targeting consumers primarily by rewards for people's every day mobile and internet activities. Perk offers Perk Points, a digital reward which can be redeemed for gift cards and cash. Members can earn Perk Points through a wide variety of activities including shopping, watching videos, and playing social games.
Perk currently owns and operates 12 mobile applications allowing members to earn Perk Points. Perk also operates numerous owned websites. In addition to offering Perk Points through its own mobile applications and websites, Perk launched its Appsaholic Software Development Kit which allows mobile and desktop publishers to reward their users with rewards, such as gift cards, for engaging with the publisher's applications and websites.
Additional information about Perk.com Inc. can be found at the company's website: www.perk.com.
The TSXV has neither approved nor disapproved the contents of the press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.
Notice regarding forward-looking information:
This press release contains forward-looking statements. Such forward-looking statements reflect Perk's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding the intended terms of the offering and the closing of the offering. When used herein, the words "anticipate, " "believe," "estimate," "upcoming," "plan," "target", "intend" and "expect" and similar expressions, as they relate to Perk or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to Perk and are subject to a number of risks, uncertainties, and other factors that could cause Perk actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
SOURCE JJR Private Capital
For further information: Ted Hastings, Chief Executive Officer of Perk.com Inc., at (519) 827-1999.; Jordan Kupinsky, President of JJR Private Capital at (416) 972-6574.