TORONTO, Feb. 26, 2019 (GLOBE NEWSWIRE) -- On February 22, 2019, Riavera Corp. (“Riavera”) transferred 7,000,000 common shares (the “Settlement Shares”) of Peeks Social Ltd. (the “Issuer”) representing 10.2% of the 68,958,860 common shares of the Issuer that it held (or 2.8% of 249,093,725 Issuer’s Common Shares outstanding) to an arm’s length party pursuant to a debt settlement agreement (the “Debt Settlement Agreement”) covering $531,430 owed to this party (the “Debt”) in connection with it expenses for the restructuring with Issuer (as described below). Following the transfer, Riavera beneficially owns an aggregate of 61,958,860 common shares of the Issuer or 24.9% of the Issuer’s outstanding common shares and options to purchase 300,000 common shares at a price of $1.12. Mark Itwaru, the President and CEO of the Issuer, is the sole director and officer of Riavera (but not beneficially own Riavera) and accordingly has control and direction over the shares of the Issuer held by Riavera, which together with Mark Itwaru’s beneficial holdings of 63,330,377, constitute an aggregate of 125,289,237 common shares (or 50.1% of the Issuer’s outstanding common shares) to which Mark Itwaru beneficially owns or has control and direction over as the sole director and officer of Riavera. In addition Mark Itwaru has warrants to purchase 555,555 common shares at $1.10 per share and options to purchase 350,000 common shares at $0.30 per share and options to purchase 150,000 common shares at $2.00 per share.
Pursuant to the Debt Settlement Agreement, Riavera may pay the debt at any time and have the Settlement Share returned to it. The debtor has agreed to make commercially reasonable efforts to exercise care in liquidating the Settlement Shares and agreed that it will not sell more than 1,000,000 Settlement Shares in any 30 day period without the prior consent of Riavera. Riavera has agreed to be responsible for the brokerage fees associated with the sales. To the extent that the debtor does not recover the full amount of the Debt from the sale of the 7,000,000 common shares, Riavera will be responsible for any shortfall. The transaction involves securities lending only the extent that Riavera will receive Common Shares back if the creditor is able to discharge the Debt by selling less than all of the Settlement Shares.
By way of background, Mark Itwaru and Riavera entered into an agreement dated February 3, 2018, as amended with the Issuer, 2615870 Ontario Corp., a subsidiary of Riavera (“Riavera Subco”), and Personas.com Corporation (“Personas”) (the “Transaction Agreement”). Pursuant to the Transaction Agreement, a subsidiary of the Issuer amalgamated with Riavera Subco and Personas to acquire the technology assets used in the Peeks Social livestreaming platform, along with certain other related technology assets. The technology was previously licensed by the Corporation from Personas pursuant to an agreement dated August 14, 2015, as amended October 18, 2016, and was the sole source of the Corporation’s current revenue.
The amalgamation was structured as a three-cornered amalgamation, pursuant to which the amalgamated corporation became a wholly-owned subsidiary of the Issuer on closing and the former shareholders of Personas and Riavera Subco became shareholders of the Issuer. The Issuer issued 175,150,520 common shares to the shareholders of Personas and Riavera Subco. The closing price of the Corporation’s common shares on the TSX Venture Exchange on April 11, 2018, was $0.265.
An early warning report will be filed by Riavera in accordance with applicable securities laws. To obtain a copy of the early warning report, please refer to the Issuer’s SEDAR profile at www.sedar.com.
In the future, Riavera may acquire additional securities of the Issuer, dispose of some or all of the securities it now owns or controls, or may continue to hold its current position.
The Common Shares of the Issuer are listed on the TSX Venture Exchange under the trading symbol "PEEK".
For further information contact Mark Itwaru at (416) 815-7000.