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Personas Provides Additional Information Relating to the Proposed Transaction with Mii.TV

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Personas Social Incorporated (TSXV: PRSN) has provided additional information regarding the proposed sale of its 'Peeks Social' platform to Mii.TV Inc. for $4,540,000. The transaction involves a 50% upfront payment and the remainder paid over 36 months. A Special Committee, formed to evaluate the sale, negotiated with Mii.TV and CEO Mark Itwaru, who initially expressed interest in acquiring the assets.

The Special Committee, comprised of Bill Lavin and James Westlake, rejected an initial offer of ~$2 million and engaged Lynch & Associates for a valuation report. The final purchase price of $4,540,000 was based on the medium valuation provided in the report. The Special Committee concluded that the transaction was fair, appropriate, and in the best interests of the company, allowing Personas to focus on developing its new Keeks Social platform.

Personas Social Incorporated (TSXV: PRSN) ha fornito ulteriori informazioni riguardanti la proposta di vendita della sua piattaforma 'Peeks Social' a Mii.TV Inc. per un totale di $4.540.000. La transazione prevede un pagamento iniziale del 50% e il resto pagato in 36 mesi. Un Comitato Speciale, formato per valutare la vendita, ha negoziato con Mii.TV e il CEO Mark Itwaru, che inizialmente aveva espresso interesse nell'acquisire i beni.

Il Comitato Speciale, composto da Bill Lavin e James Westlake, ha rifiutato un'offerta iniziale di circa $2 milioni e ha coinvolto Lynch & Associates per un rapporto di valutazione. Il prezzo finale di acquisto di $4.540.000 si basava sulla valutazione media fornita nel rapporto. Il Comitato Speciale ha concluso che la transazione era equa, appropriata e nel miglior interesse dell'azienda, consentendo a Personas di concentrarsi sullo sviluppo della sua nuova piattaforma Keeks Social.

Personas Social Incorporado (TSXV: PRSN) ha proporcionado información adicional sobre la propuesta de venta de su plataforma 'Peeks Social' a Mii.TV Inc. por $4,540,000. La transacción implica un pago inicial del 50% y el resto pagado en 36 meses. Un Comité Especial, formado para evaluar la venta, negoció con Mii.TV y el CEO Mark Itwaru, quien inicialmente expresó interés en adquirir los activos.

El Comité Especial, compuesto por Bill Lavin y James Westlake, rechazó una oferta inicial de aproximadamente $2 millones y contrató a Lynch & Associates para un informe de valoración. El precio final de compra de $4,540,000 se basó en la valoración media proporcionada en el informe. El Comité Especial concluyó que la transacción era justa, apropiada y en el mejor interés de la empresa, lo que permite a Personas centrarse en el desarrollo de su nueva plataforma Keeks Social.

Personas Social Incorporated (TSXV: PRSN)은 Mii.TV Inc.에 'Peeks Social' 플랫폼을 $4,540,000에 판매하는 제안에 대한 추가 정보를 제공했습니다. 이 거래는 50%의 선불 결제와 나머지를 36개월 동안 지급하는 조건으로 이루어집니다. 판매를 평가하기 위해 구성된 특별 위원회는 Mii.TV와 CEO Mark Itwaru와 협상하였으며, 그는 처음에 자산 인수에 대한 관심을 표시했습니다.

Bill Lavin과 James Westlake로 구성된 특별 위원회는 약 $2백만의 초기 제안을 거절하고 Lynch & Associates에 평가 보고서를 의뢰했습니다. 최종 구매 가격인 $4,540,000은 보고서에서 제공된 중간 평가를 기반으로 하였습니다. 특별 위원회는 이 거래가 공정하고 적절하며 회사의 최선의 이익에 부합한다고 결론지어, Personas가 새로운 Keeks Social 플랫폼 개발에 집중할 수 있도록 하였습니다.

Personas Social Incorporated (TSXV: PRSN) a fourni des informations supplémentaires concernant la vente proposée de sa plateforme 'Peeks Social' à Mii.TV Inc. pour 4 540 000 $. La transaction implique un paiement initial de 50 % et le reste payé sur 36 mois. Un Comité Spécial, formé pour évaluer la vente, a négocié avec Mii.TV et le PDG Mark Itwaru, qui avait initialement exprimé un intérêt pour l'acquisition des actifs.

Le Comité Spécial, composé de Bill Lavin et James Westlake, a rejeté une offre initiale d'environ 2 millions $ et a engagé Lynch & Associates pour un rapport d'évaluation. Le prix d'achat final de 4 540 000 $ était basé sur la valorisation médiane fournie dans le rapport. Le Comité Spécial a conclu que la transaction était juste, appropriée et dans le meilleur intérêt de l'entreprise, permettant à Personas de se concentrer sur le développement de sa nouvelle plateforme Keeks Social.

Personas Social Incorporated (TSXV: PRSN) hat zusätzliche Informationen über den vorgeschlagenen Verkauf seiner 'Peeks Social'-Plattform an Mii.TV Inc. für 4.540.000 $ bereitgestellt. Die Transaktion umfasst eine 50%ige Vorauszahlung und den Rest, der über 36 Monate gezahlt wird. Ein Spezialkomitee, das zur Bewertung des Verkaufs eingerichtet wurde, hat mit Mii.TV und CEO Mark Itwaru verhandelt, der zunächst Interesse am Erwerb der Vermögenswerte äußerte.

Das Spezialkomitee, bestehend aus Bill Lavin und James Westlake, wies ein anfängliches Angebot von ca. 2 Millionen $ zurück und beauftragte Lynch & Associates mit einem Bewertungsbericht. Der endgültige Kaufpreis von 4.540.000 $ basierte auf der im Bericht angegebenen Mittelbewertung. Das Spezialkomitee kam zu dem Schluss, dass die Transaktion fair, angemessen und im besten Interesse des Unternehmens war, wodurch Personas sich auf die Entwicklung seiner neuen Keeks Social-Plattform konzentrieren kann.

Positive
  • Sale of Peeks Assets for $4,540,000, providing capital for the company
  • Independent valuation report supporting the transaction price
  • Special Committee formed to protect minority shareholders' interests
  • Company plans to focus resources on developing new Keeks Social platform
Negative
  • Company unable to secure external financing for new services
  • 50% of purchase price to be paid over 36 months, creating potential risk
  • Potential conflict of interest with CEO's initial interest in acquiring assets
  • Adjustment clause could reduce future payments if Peeks Asset ceases to operate

Toronto, Ontario--(Newsfile Corp. - September 23, 2024) - Personas Social Incorporated (TSXV: PRSN) ("Personas" or the "Company") announces that the purpose of this press release is to provide certain supplemental disclosure to the Company's management information circular and proxy statement dated August 19, 2024 (the "Circular") in respect of the Annual and Special Meeting of the Shareholders of the Company to be held on October 1, 2024 (the "Meeting"), and specifically in regards to the negotiations and discussions that took place between the Special Committee (defined below), on behalf of the Company as seller and Mii.TV Inc. ("Mii.TV"), as purchaser, for the proposed sale of the Company's 'Peeks Social' web and app based platform ("Peeks Assets") (the "Transaction").

This release should be read in conjunction with the Circular as a whole. Capitalized terms not otherwise defined herein have the meaning ascribed to such terms in the Circular.

Background of the Transaction

The Company entered into an agreement dated August 19, 2024 (the "Transaction Agreement"), with Mii.TV. Pursuant to the Transaction Agreement and upon receipt of the requisite director, shareholder, regulatory and stock exchange approvals, Personas will sell the Peeks Assets to Mii.TV.

The Company plans to sell 100% of the Peeks Assets to Mii.TV for a purchase price of $4,540,000 ("Purchase Price"). The Transaction is structured whereby 50% of the Purchase Price will be paid on closing ($2,270,000) ("Closing Amount") and this Closing Amount will be made up of the sum of $1,056,280 which consists of accounts payable of the Peeks Assets that will be assumed by Mii.TV and the sum of $1,160,720 representing debt deposits owed to customer of the Peeks Assets, and the remaining amount of $53,000 will be paid in cash on closing. The remaining 50% of the Purchase Price will be paid over the course of the next 36 months from the date of closing with 16.6% ($756,666) of the Purchase Price being paid on or before the first anniversary of the closing of the Transaction, 16.6% ($756,666) of the Purchase Price to be paid on or before the second anniversary of the closing of the Transaction and the remaining 16.8% ($756,668) of the Purchase Price to be paid within 36 months from the date of closing of the Transaction (collectively, these amounts are the "Remaining Purchase Price Payments"), subject to the following adjustment that have been agreed to by the parties - following the closing of the sale of the Peeks Asset from the Company to Mii.TV, if the Peeks Asset ceases to operate, indefinitely as agreed to by the Company and Mii.TV in writing, due to third party matters, decisions or rulings, regulatory, banking or otherwise, Mii.TV shall only be required to pay a pro-rata amount of the Remaining Purchase Price Payments based on the date and time of when the Peaks Asset ceased to operate following closing of the Transaction, and for greater certainty, if there are interruption(s) in the business of the Peaks Asset, as agreed to by the Company and Mii.TV in writing, the Remaining Purchase Price Payments will still be owed, due and payable.

Special Committee

In December 2023, informal and verbal discussions were had by the Board of Directors of the Company and a consultant of the Company, who provides accounting and management services to the Company ("Consultant") on a regular basis, regarding potential sales options of the Peeks Assets. The Consultant, then and now, renders services to the Company and is compensated by the Company. In late December 2023 and early January 2024, Mr. Mark Itwaru (CEO and Director of the Company) informally expressed his interest to the Board of Directors in acquiring the Peeks Assets and at this time it was recognized by all parties that this type of transaction would raise a conflict of interest for Mr. Itwaru and constitute a related party transaction, if consummated. On January 8, 2024 a special committee of Directors of the Company ("Special Committee") was comprised and made up of Bill Lavin (CFO and Director) and James Westlake (Director) to evaluate potential sales of the Peeks Assets. Between February and March of 2024, the Special Committee began to engage in informal and verbal discussions with Mr. Itwaru regarding a potential transaction for the Peeks Assets, and at the same time began to consider potential alternatives including, without limitation, maintaining the status quo.

Negotiations and Discussions of Purchaser and Special Committee

By way of background, the Company was unable to secure external financing to launch its new re-launched Keek's services. As a result of this, Mr. Mark Itwaru (CEO and Director) advised the Board of Directors that the Company should pursue the sale of the Peeks Asset to strengthen its financial position and better its opportunity to obtain financing. The Company was unable to find a buyer that would pay an amount of money for the Peeks Assets that would be sufficient to keep operations of the Company going for a prolong period of time.

At the beginning of April 2024, Mr. Mark Itwaru on behalf of Riavera/Mii.TV initially offered to buy the Peeks Assets from Personas for ~$2 million ("Initial Offer Price") but the Special Committee did not accept this Initial Offer Price as they wanted to obtain detailed and informative information on the value of the Peeks Assets. At the end of April 2024, a summary memo ("Summary Memo") was drafted by the Consultant based on new terms provided by Mr. Itwaru for the Special Committee to review regarding a potential sale of the Peeks Assets with an approximate purchase price of $4.5 million. The Summary Memo was provided to the Special Committee for their review and discussion. As disclosed in the Circular and herein, the Board of Directors of Personas had constituted the Special Committee to negotiate potential transactions and hired Lynch & Associates Forensic Accountants ("Lynch") to provide them with a valuation report and fairness opinion regarding the Peeks Assets (the "Report"). The Report provided a medium valuation of the Peeks Assets at $4,540,000, which was significantly higher than the Initial Offer Price but was in line with the terms of the Summary Memo.

During April 2024 and before the LOI (defined below) was executed, the Special Committee and Mr. Itwaru had a number of verbal discussions and negotiations regarding the purchase price for the Transaction. The Special Committee was charged with ensuring that the terms of the Transaction were negotiated in a manner which provided protection to minority shareholders. The Special Committee was comprised of Messrs. Bill Lavin and James Westlake, each of whom are directors of the Company, have no interest in nor are they related parties to Mii.TV. Ultimately the Special Committee decided that a fair and reasonable purchase price would be the medium valuation amount of $4,540,000 provided from the Report, and this amount, after negotiations, formed the purchase price acceptable to Mr. Itwaru and Riavera/Mii.TV as well and was used as the final Purchase Price in the letter of intent (the "LOI") that was entered into between the Company and Mii.TV on May 8, 2024 and the Transaction Agreement.

Conclusion of the Special Committee

Upon finalization of the Purchase Price and terms of the Transaction, the members of the Special Committee viewed that the Transaction was desirable, that the agreed upon final pricing terms was fair and that the terms of the Transaction were appropriate and consistent with non-arm's length transactions of similar size and scope.

The summary view of the Special Committee is that, in their best business judgement, the Transaction is in the best interests of the Company because the Company plans to devote its resources to the development of its new and re-launched Keeks Social web and app based platform, which offers users the chance to share their lives and connect with others through both short-form and long-form videos. The Special Committee has relied upon its business judgement which was confirmed by the advice of Lynch that the pricing and terms of the Transaction are fair.

For further information, please contact:
Personas Social Incorporated
Mark Itwaru
Chairman & Chief Executive Officer
Phone: 647.789.0074
Email: mark@personas.com

Forward-Looking Statements

This news release contains forward-looking statements relating to the Transaction. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are risks detailed from time to time in the Circular and filings made by the Company with securities regulations. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) has reviewed or accepts responsibility for the adequacy or accuracy of this Release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/224232

FAQ

What is the purchase price for Personas Social's (PRSNF) Peeks Assets in the proposed transaction with Mii.TV?

The purchase price for Personas Social's (PRSNF) Peeks Assets in the proposed transaction with Mii.TV is $4,540,000.

How will the payment for Personas Social's (PRSNF) Peeks Assets be structured in the Mii.TV transaction?

The payment for Personas Social's (PRSNF) Peeks Assets will be structured with 50% ($2,270,000) paid at closing and the remaining 50% paid over 36 months in three installments.

Who comprised the Special Committee for Personas Social (PRSNF) to evaluate the sale of Peeks Assets?

The Special Committee for Personas Social (PRSNF) to evaluate the sale of Peeks Assets was comprised of Bill Lavin (CFO and Director) and James Westlake (Director).

What was the initial offer price for Personas Social's (PRSNF) Peeks Assets before the final agreement?

The initial offer price for Personas Social's (PRSNF) Peeks Assets before the final agreement was approximately $2 million, which was rejected by the Special Committee.

PERSONAS SOCIAL INC

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