VANCOUVER B.C., CANADA, Dec. 18, 2018 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- iTokk, Inc. (OTC PINK: IKTO) (the "Company"), is pleased to announce that, as part of its strategic re-positioning the Company has signed a Letter of Intent to acquire Water Street Profile Services Inc. (“The Profile”) a Vancouver, British Columbia based Coworking business club.
The Profile currently operates three Coworking locations in Vancouver, BC with over 34,000 square feet of operating Coworking space. The Profile is owned and operated by Kevin Penstock. Mr. Penstock is also the CEO and majority shareholder of the Company.
As the number of freelancers and remote workers continue to rise, the shift towards Coworking shows no signs of slowing down. The Coworking industry offers something to startups that traditional solutions cannot, which is the ability for office space to scale with the company’s growth both seamlessly and flawlessly. With over 15,000 Coworking spaces around the world, this billion dollar industry is expected to continue to grow at a 12% CAGR over the next 5 years. Interaction with other workers has emerged as one of the most influential aspects of this growing trend, causing positive impact on workers’ mental health and productivity.
Kevin Penstock, CEO of the Company, stated, “The Coworking market is being fully embraced by entrepreneurs and companies looking to expand.” Mr. Penstock further commented, “With the signing of the letter of intent with The Profile, iTokk shareholders can be assured we will work diligently to complete this transaction and create significant value for them and all stakeholders.”
Pursuant to the LOI, the Parties will enter into negotiations of certain definitive agreements whereby the Company will acquire 100% of the shares of The Profile for a purchase price of US$4,000,000. The obligations of the parties to complete the sale are conditional upon the following:
a) The Company will have applied for and received a full revocation of the Cease Trade Order of the British Columbia Securities Commission issued on October 8, 2010 (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.
b) All applicable regulatory approvals (including approvals of the BCSC, US SEC or any other regulatory body having jurisdiction) and third-party consents that are needed in respect of the Transaction will have been obtained to the satisfaction of the parties.
c) If and after the Cease Trade Order is revoked, the Company will have (a) completed a share restructuring including, but not limited to; a reverse stock split, a cancellation of certain preferred shares, and issuance of new shares to stakeholders; and (b) completed an offering of securities to United States Persons (subject to and in accordance with applicable securities laws) pursuant to which the Company will receive gross proceeds in an amount necessary to finance the Transaction, pay related fees and expenses, provide adequate ongoing working capital, and on terms and conditions satisfactory to the Company.
d) The Company’s satisfactory completion of due diligence.
e) The board of directors and shareholders of the Company and the Profile approving the Transaction.
f) The Parties’ execution of the Definitive Agreements and all ancillary agreements.
g) There being no material adverse change in the business, results of operations, prospects, condition (financial or otherwise) or assets of The Profile.
The letter of intent will automatically terminate and be of no further force and effect on June 30, 2019, unless the Parties enter into the definitive agreements on or before that date.
There is no guarantee that the Company will obtain the issuance of a full revocation order in the future from the BCSC and, accordingly, the aforesaid transaction may never be completed.
About Water Street Profile Services Inc. (The Profile Coworking Business Club)
The Profile makes things happen! We take awesome entrepreneurs and give them the amazing space and resources that they need. More than just office space, our coworking environment is a real community built for those that want work and fun in their lives. The Profile operates three locations totalling over 34,000 square feet. 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.