/NOT FOR DISTRIBUTION IN THE UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES/
VANCOUVER,
Nov. 7, 2018 /CNW/
- 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.
Standby Commitment
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.
About Parkit
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).
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.
SOURCE Parkit Enterprise Inc.
