Not for distribution to United States newswire services or for dissemination in the United States.
VANCOUVER, BC / ACCESSWIRE / June 12, 2024 / Perk Labs Inc. (CSE:PERK)(OTC PINK:PKLBF)(FKT:PKLB) ("Perk" or the "Company") is pleased to announce new non-brokered private placements of units and convertible debentures.
Private Placement of Units The Company is proposing a new non-brokered private placement of up to 115,384,615 units ("Units") at a price of $0.013 per Unit for gross proceeds of up to $1,500,000 (the "Unit Private Placement"). Each Unit will consist of one common share of the Company (a "Common Share") and one Common Share purchase warrant (a "Warrant"). Each Warrant will entitle the holder to purchase one additional Common Share at a price of $0.05 per Common Share for a period of 24 months from the Closing (as defined below).
In connection with the Unit Private Placement, the Company may enter into debt settlement agreements with arms-length creditors for the settlement of a total of up to ~$250,000 debt in professional services provided by the creditors to the Company.
Private Placement of Convertible Debentures The Company is also proposing a non-brokered private placement of convertible debentures for gross proceeds of up to $1,000,000. The convertible debentures will be offered for a 2-year term at an interest rate of 15% and will be convertible into common shares of Perk Labs at a conversion price of $0.05 per share, subject to the terms and conditions set forth in the convertible debenture agreement.
The private placements of the Units and the convertible debentures are expected to close on or before June 29, 2024 (the "Closing") unless further extended. The Closing is subject to customary closing conditions, including, but not limited to, the receipt of all necessary approvals. All securities issued pursuant to the private placements will be subject to a statutory hold period of four months and one day following the Closing. A finder's fee may be payable in connection with the Private Placements. The net proceeds of the Private Placements will be used for sales and marketing and for working capital.
The Company expects certain "related parties" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") to participate in the Private Placement. Any such resulting related party transaction will be exempt from the formal valuation requirement and shareholder approval requirement of MI 61-101 as the fair market value of any Units issued to such persons will not exceed 25% of the Company's market capitalization.
The securities to be offered pursuant to the Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Perk Labs Perk Labs Inc., (CSE:PERK)(OTC PINK:PKLBF)(FKT:PKLB), the owner of Getit Technologies Inc. and Perk Hero Software Inc. ("Perk Labs"), provides innovative mobile ordering and payment systems, allowing customers the ability to scan a QR code or NFC sticker to order and pay for their purchases directly from their phone. Perk Labs specializes in providing a single unified payment interface for complex purchase environments - environments that have multiple retailers processing an array of different transactions, including food and beverage purchases, merchandise sales, ticketing, registrations, donations, parking fees, and service payments. Perk Labs provides a custom-branded solution that is ideal for multi-transaction brands such as stadiums and arenas, university and college campuses, conference centers, hotels and resorts, festivals and events, and professional service companies.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statements This press release contains forward-looking information or forward-looking statements (collectively "forward-looking information") within the meaning of applicable securities laws. Forward-looking information is typically identified by words such as: "may", "believe", "thinks", "expect", "exploring", "expand", "could", "anticipate", "intend", "estimate", "plan", "pursue", "potentially", "projected", "should", "will" and similar expressions, or are those, which, by their nature, refer to future events. These forward-looking statements, which involve risks and uncertainties, relate to, among other things, the discussion of the Company's business strategies and its expectations concerning future operations, and expectations of future revenues for the Company. Although the Company considers these forward-looking statements to be reasonable based on information currently available to it, they may prove to be incorrect, and the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. The Company cautions investors that any forward-looking information provided by the Company is not a guarantee of future results or performance, and that actual results may differ materially from those in forward-looking statements. Undue reliance should not be placed on such forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur.
