Not for distribution in the United States newswire services or for dissemination in the United States
Vancouver, BC, November 7, 2018 – Parkit Enterprise Inc. (TSXV: PKT; OTCQX: PKTEF) (the "Company" or "Parkit") is pleased to announce that it will be conducting an offering of rights (each, a "Right") for gross proceeds of up to $5,000,000 (the "Rights Offering") to holders of its common shares (each, a "Common Share") resident in Canada at the close of business on November 14, 2018 (the "Record Date"). Each shareholder as of the Record Date will be issued 0.5336 of one Right for each Common Share held. Every one whole Right will entitle the holder to subscribe for one Common Share of the Company at a subscription price of $0.29 per Common Share.
The Rights will be listed for trading on the TSX Venture Exchange (the "Exchange") under the symbol "PKT.RT" commencing on November 13, 2018 and will be de-listed from the Exchange at 9:00 a.m. (Vancouver time) on December 14, 2018 (the "Expiry Date"), after which time unexercised Rights will be void and of no value. The Rights Offering includes an additional subscription privilege under which eligible holders of Rights, who fully exercise their Rights, will be entitled to subscribe, on a pro rata basis with other shareholders who participate in the oversubscription, for Common Shares that have not been purchased under the Rights Offering. Parkit intends to use the net proceeds of the Rights Offering for identification and evaluation of new projects.
The Rights issued under the Rights Offering will be evidenced by transferable Rights certificates (each, a "Rights Certificate") which will be mailed, together with a rights offering notice, to all registered holders of Common Shares in a province or territory of Canada as of the close of business on the Record Date. Eligible registered shareholders who wish to exercise their Rights must forward a completed Rights Certificate, together with the applicable funds, to Computershare Investor Services Inc., the Rights agent of the Company, on or before the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
In connection with the Rights Offering, Parkit has standby commitments in place from KDI Corporation Ltd., B&M Miller Equity Holdings Inc. Leonite Capital LLC (an entity controlled by Avi Geller), and Brad Dunkley (each a "Standby Guarantor", and together the "Standby Guarantors"). The Standby Guarantors will ensure that at least 2,413,790 Common Shares will be subscribed for and that at least $700,000 will be raised under the Rights Offering. It is anticipated that Leonite Capital LLC, as a resident of the United States, will satisfy its standby commitment by purchasing approximately $250,000 common shares by way of a concurrent private placement of common shares at $0.29 per share.
The Standby Guarantors are considered to be "related parties" (within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101")), making the Rights Offering a "related party transaction" (within the meaning of MI 61-101) (the "Related Party Subscriptions"). The Company will be exempt from obtaining a formal valuation for, and minority approval of, the Related Party Subscriptions pursuant to Section 5.5(b) and 5.7(b) of MI 61-101, respectively.
Further details of the Rights Offering and the Standby Guarantees will be set out in Parkit's rights offering circular and rights offering notice, which will be filed under the Company's profile at www.sedar.com. The Rights Offering is subject to regulatory approval, including the approval of the TSXV.
Parkit Enterprise Inc. is engaged in the acquisition, optimization and asset management of income producing parking facilities across North America. The Company's shares are listed on TSX-V (Symbol: PKT) and on the OTCQX (Symbol: PKTEF).
For further information please contact:
David Delaney, Executive Chairman, Tel. (647) 347-8952, Email: firstname.lastname@example.org;
Avi Geller, Executive Director, Tel. (845) 517-2340, Email: email@example.com
Disclaimer for Forward-Looking Information
Certain statements contained in this news release constitute forward-looking information under applicable securities law. These statements relate to future events or future performance, including statements as to: the Company's intention to complete the Rights Offering and the timing thereof; the exercise price of the rights offered under the Rights Offering; the rights offering notice and the rights offering circular and delivery of such documents by intermediaries; the guaranteed minimum proceeds from the Rights Offering; and the use of proceeds of the Rights Offering. Such statements are not guarantees of future performance and actual results or developments may differ materially from those expressed in, or implied by, this forward-looking information. Factors that could cause actual results to differ materially from those in forward-looking statements include such matters as the availability and cost of funds, the closing of the Rights Offering, uncertainty associated with estimating costs to complete the Rights Offering and other risks related to the business of the Company, the Rights Offering and the Standby Guarantees. Any forward-looking statements are expressly qualified in their entirety by this cautionary statement. The information contained herein is stated as of the current date and subject to change after that date and the Company does not undertake any obligation to update publicly or to revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the United States. The securities offered hereby have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States. This rights offering notice does not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby within the United States or to U.S. persons and, subject to certain limited exceptions, the securities offered herein may not be offered or sold in or into the United States or to U.S. persons. "United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.
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.