Poynt Corporation Amends Financing Terms to Announce Private Placement of Up to $10,000,000 of Secured Debenture Units
May 08, 2012 18:09 ET
Poynt Corporation Amends Financing Terms to Announce Private Placement of Up to $10,000,000 of Secured Debenture Units
CALGARY, ALBERTA--(Marketwire - May 8, 2012) -
NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWSWIRE SERVICES
Poynt Corporation (TSX VENTURE:PYN) (OTCQX:PNYTF) ("Poynt Corp." or the "Company"), a leading provider of mobile local search and advertising services, today announces that it has revised the terms of its previously announced $8,000,000 non-brokered convertible debenture offering, which had been scheduled to close on or about April 30, 2012. Poynt is now proceeding with a non-brokered private placement of up to $10,000,000 principal amount of secured debenture units ("Units") of the Company (the "Offering"), which revised Offering is expected to close, in one or more closings, on or about May 17, 2012.
Each Unit will be issued at a price of $1,000 per Unit and will be comprised of one $1,000 principal value secured convertible debenture of the Company (the "Debentures") and 200 share purchase warrants (the "Warrants") to purchase common shares of the Company ("Common Shares"). Each Warrant will entitle the holder to acquire one Common Share at an exercise price of $0.20 for a period of three years from the date of issuance.
The Debentures will carry interest, payable in cash, at the rate of 12% per annum from the first anniversary of the date of issue, which interest will be payable quarterly in arrears, on June 30, September 30, December 31 and March 31, in each such year. The first interest payment will be made on September 30, 2013 and will represent interest beginning on the date that is one year from the date of issuance of the Debentures to September 30, 2013. There will be no interest payable on the Debentures for a period of one year from the date of issuance of the Debentures.
The Debentures shall mature and be repayable on that date (the "Maturity Date") that is 36 months from the date of issuance.
The principal amount of Debentures shall be convertible into Common Shares, at the holder's option, in whole or in part, at a price of $0.20 per Common Share, subject to adjustment in certain events, at any time prior to the earlier of the Maturity Date, and the last business day prior to the date specified for redemption of the Debentures. On conversion, all accrued and unpaid interest on the Debentures to be converted, to the date of conversion, shall be paid in cash.
The Debentures are redeemable by the Company, in whole or, from time to time, in part, after that date that is six months from the date of issuance and prior to the Maturity Date. The Debentures are redeemable at par plus accrued and unpaid interest to, but not including, the redemption date, plus an amount that is equal to the amount of interest payable on the principal amount of the Debentures to be redeemed for a period of 90 days. On redemption, all amounts payable by the Company shall be paid in cash on the redemption date.
The Debentures will be secured by way of a general security interest over the assets of the Company.
The Debentures and Warrants (including any Common Shares issued on conversion of the Debenture and on exercise of the Warrants) will be subject to a hold period under applicable Canadian securities laws, which hold period expires 4 months and a day from the date of issuance of the Units.
The Company intends to use proceeds of the Offering to repay a currently outstanding senior secured loan, for the deployment of the Company's Poynt local search and advertising platform on additional smartphone devices, promotion and marketing of the Company's products to increase awareness and grow the user base, releasing the Company's products into new geographic areas and for general working capital purposes.
The Offering is expected to be completed, in one or more closings, on or about May 17, 2012 and 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 VENTURE: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-V 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 Debentures, the 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 TSXV; 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 TSXV will not approve the Offering; inability of Poynt Corp. to fund its obligations; 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 disclaim any intention and assume 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.
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.
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.