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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 capital purposes.
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 commitments.
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 identified above.
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.
For further information:
For Poynt Corp.:
Andrew Osis, CEO
Investor Relations Contact for Poynt Corp.:
Liolios Group, Inc.
Scott Liolios or Matt Glover