VANCOUVER B.C., CANADA, July 12, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- iTokk, Inc. (OTC PINK: IKTO) (the "Company") is pleased to announce that it has extended its previously executed Letter of Intent (the “LOI”) with Water Street Profile Services Inc. (“The Profile”).
The LOI was extended by mutual written agreement between the Company and The Profile pursuant to the terms of the LOI. The six month extension will give each company additional time to meet the requirements of the previously announced British Columbia Securities Commission (BCSC) order (the “Cease Trade Order”) and complete certain Definitive Agreements.
On October 9, 2010, the BCSC issued the Cease Trade Order under Section 164 of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) requiring that all trading in the securities of the Company cease until it files the required records referred to in the Cease Trade Order. The Company has applied to the BCSC under National Policy 12-202 Revocation of Certain Cease Trade Orders for an order under section 171 of the Act for a partial revocation of the Cease Trade Order to permit certain trades of its securities.
On March 7, 2019, the BCSC ordered that the Cease Trade Order be partially revoked to permit the completion of a private placement as described below.
The Partial Revocation Order will allow the Company to complete a non-brokered placement of Common Shares or debt securities that are convertible into Common Shares for aggregate gross proceeds of up to US$250,000 (the Private Placement). The Company will rely on the exemption under section 2.3 of National Instrument 45-106 Prospectus Exemptions (NI 45-106). The intended use of proceeds for the Private Placement are for legal, accounting, and audit fees to bring the Company’s financials current and fully reporting.
The Company intends to file an application for a full revocation of the Cease Trade Order after it brings all continuous disclosure filings current.
As the Private Placement would involve a trade of securities and acts in furtherance of a trade of securities, the Private Placement could not be completed without a partial revocation of the Cease Trade Order.
The Partial Revocation Order allows the Company to proceed with its previously announced acquisition of The Profile and restructure the shares of the Company in the process.
The share restructuring will not include a reverse split of the Company’s common stock that may negatively impact existing shareholders of the Company.
Pursuant to the previously announced LOI, the Company and The Profile have executed the LOI whereby the Company intends to acquire 100% of the shares of The Profile. The closing of the acquisition is contingent upon BCSC issuing a full revocation order. The Company believes it will receive the full revocation order as soon as it fulfills the various requirements of the Partial Revocation Order.
Kevin Penstock, CEO of the Company, stated, “The LOI extension will give us the time we need to complete the long list of action items to meet BCSC’s requirements.” Mr. Penstock further commented, “As part of the share restructuring, I will be returning all of the common stock I hold to the Company.”
There is no guarantee that the Company will obtain the issuance of a full revocation order in the future from the BCSC.
About Water Street Profile Services Inc. (The Profile Coworking Business Club)
Founded in 2009, The Profile manages approximately 34,000 sf in some of Vancouver’s trendiest neighborhoods; Gastown, Downtown’s financial district, and Lower Lonsdale in North Vancouver. With over 400 Work spaces, 20 board rooms and meeting spaces, 1 amazing workspace club; The Profile takes awesome entrepreneurs and gives them the amazing space and resources that they need for success. More than just office space, our coworking environment is a unique lifestyle business community and workspace.
For more information please visit www.theprofile.ca
About iTokk, Inc. (IKTO)
Formerly involved in telecommunications, the Company is currently in the process of strategic repositioning and restructuring. IKTO is an OTC reporting issuer under Multilateral Instrument 51-105 - Issuers Quoted in the U.S. Over the-Counter Markets. IKTO’s Common Shares are currently traded on the “OTC Pink” marketplace under the symbol IKTO. IKTO’s securities are not traded on any market in any jurisdiction in Canada. However, on October 8, 2010, the Executive Director of the British Columbia Securities Commission (the BCSC) (the “Executive Director”) issued an order (the “Cease Trade Order”) under section 164(1) of the Securities Act, R.S.B.C. 1996, c. 418 (the “Act”) that all trading in the securities of IKTO cease until it files the required records referred to in the Cease Trade Order. IKTO was incorporated under the laws of Nevada on September 19, 2003, and was domesticated as a Wyoming company on August 13, 2010. IKTO’s registered office is located at 1712 Pioneer Ave Ste 101 Cheyenne, WY 82001 USA. IKTO’s head office is located at Suite 200 - 375 Water Street Vancouver, BC V6B 5C6, Canada. IKTO is a reporting issuer in British Columbia, and is not a reporting issuer or the equivalent in any other jurisdiction in Canada.
Safe Harbor
This release contains statements that constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements appear in a number of places in this release and include all statements that are not statements of historical fact regarding the intent, belief or current expectations of the Company, its directors or its officers with respect to, among other things: (i) financing plans; (ii) trends affecting its financial condition or results of operations; (iii) growth strategy and operating strategy. The words "may," "would," "will," "expect," "estimate," "can," "believe," "potential" and similar expressions and variations thereof are intended to identify forward-looking statements. Investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, many of which are beyond the Company’s ability to control, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. More information about the potential factors that could affect the business and financial results is and will be included in the Company’s filings with the Securities and Exchange Commission.