Kona Bay Publicizes Letter of Intent to Purchase Asia Interactive Companies (Hong Kong) Restricted. TSX Enterprise Trade:KBY

0
0
Kona Bay Announces Letter of Intent to Acquire Asia Interactive Services (Hong Kong) Limited. TSX Venture Exchange:KBY


Not for distribution within the U.S. or to U.S. newswire companies.

VANCOUVER, British Columbia, March 14, 2019 (GLOBE NEWSWIRE) — Kona Bay Applied sciences Inc. (“Kona Bay” or the “Firm”) (TSXV: KBY) is happy to announce that it has entered right into a binding letter of intent dated March 8, 2019 (the “LOI”) with Asia Interactive Companies (Hong Kong) Restricted (“PropGo”), whereby Kona Bay is proposing to amass 100% of PropGo by means of a reverse takeover of Kona Bay by PropGo (the “Proposed Transaction”), with the ensuing firm (the “Ensuing Issuer”) working beneath the identify “PropGo Media Applied sciences Corp.,” or such different identify as could also be accepted by the board and the TSX Enterprise Trade (the “Trade”) and carrying on the enterprise of PropGo as presently constituted.  In reference to the Proposed Transaction, the Ensuing Issuer will apply to checklist its frequent shares on the Trade as a expertise firm.

The Proposed Transaction is an arm’s size transaction.

About PropGo

PropGo is a Hong Kong based mostly main actual property media and software program firm serving many giant and influential actual property businesses and media corporations. PropGo has constructed a collection of actual property company enterprise software program that enables actual property businesses to handle their complete enterprise throughout a number of international locations and geographies. These enterprise software program options embody CRM, knowledge analytics, itemizing inventory administration, and media distribution. PropGo counts many international and respected corporations amongst its shopper base together with the Monetary Occasions, New York Occasions China, Nikkei, Christies Worldwide Realty, Colliers, Savills, and Sotheby’s Worldwide Realty.

PropGo gives a scalable software program platform with proprietary expertise (which is developed in-house with no dependence on any third get together platforms). PropGo’s options are globally centered and may deal with a number of languages, international locations, and geographies on a single platform which now embody China, Asia, EU, and the US. With a rising viewers of over 50,000,000+ month-to-month guests (by means of PropGo, PropGoLuxury, and media associate websites), the corporate is ready to attain and have interaction with property shoppers around the globe.

PropGo is presently within the strategy of getting its most up-to-date year-ends audited. For the yr ended December 31, 2018 the unaudited statements point out income of HK$13,363,422 and web earnings of HK$3,832,777 with belongings of HK$5,081,728 and liabilities of HK$707,776.

$1.00 CDN = $5.Eight HK$

Transaction Abstract

Pursuant to the phrases of the LOI, the Proposed Transaction is anticipated to proceed by means of a share change, amalgamation, scheme of association or related type of enterprise mixture whereby the shareholders of PropGo will obtain frequent shares within the capital of the Ensuing Issuer in change for his or her securities of PropGo and shall turn into the bulk shareholders of the Ensuing Issuer.  The ultimate type of the transaction is anticipated to be set forth in a definitive settlement to be entered into among the many events that may change and supersede the LOI (the “Definitive Settlement”).

An combination of 6,713,968 frequent shares of Kona Bay are presently issued and excellent and an extra 4,591,269 frequent shares of Kona Bay are reserved for issuance beneath excellent frequent share buy warrants. Pursuant to the phrases of the LOI, Kona Bay is anticipated to undertake a two (2) for one (1) consolidation of its excellent frequent shares (the “Share Consolidation”). In consequence, there will likely be 3,356,984 Kona Bay shares on a post-consolidated foundation and a couple of,295,634 Kona Bay share buy warrants excellent. It’s anticipated that 49,532,377 post-consolidation shares of Kona Bay will likely be issued to the shareholders of PropGo to amass PropGo pursuant to the phrases of the Proposed Transaction. As well as, there are presently 4,975,000 PropGo share buy warrants excellent which can be anticipated to be exchanged for frequent share buy warrants of the Ensuing Issuer upon completion of the Proposed Transaction. Along with the completion of the Proposed Transaction there may be anticipated to be 52,889,361 shares excluding share issued on the Concurrent Personal Placement (as outlined beneath).

Completion of the Proposed Transaction is topic to quite a few situations, together with, however not restricted to, completion of the Share Consolidation, Trade approval, and shareholder approval if required pursuant to Trade or company regulation necessities.  As well as, completion of the Proposed Transaction is topic to sure normal closing situations, together with the completion of due diligence investigations to the satisfaction of every of Kona Bay and PropGo, execution of the Definitive Settlement, and there being no materials hostile change within the enterprise of Kona Bay or PropGo previous to completion of the Proposed Transaction.

Concurrent Financing

In reference to the closing of the Proposed Transaction, the Firm is anticipated to hold out a non-public placement (the “Concurrent Personal Placement”) for combination gross proceeds of as much as $5,000,000 USD at a worth of $0.40 USD per frequent share on a post-consolidated foundation.

In reference to the Proposed Transaction, it’s anticipated that there will likely be sure modifications to Kona Bay’s administration and its board of administrators (additional particulars of such proposed appointments and nominees will likely be offered because the Proposed Transaction progresses and when the Definitive Settlement has been entered into). A brand new board of administrators of the Ensuing Issuer shall be nominated by PropGo and present administrators and officers of Kona Bay shall resign at or previous to the closing of the Proposed Transaction.

The Firm intends to carry a particular assembly of its shareholders with respect to the Proposed Transaction if required beneath securities regulation or Trade necessities.  

Buying and selling of the frequent shares of the Firm has been halted and can stay halted in accordance with Trade insurance policies till all required documentation with respect to the Proposed Transaction has been obtained and the Trade is in any other case happy that the halt ought to be lifted.

No advances or deposits from Kona Bay to PropGo are anticipated.

Sponsorship of a Reverse Take Over (“RTO”) is required by the Trade until an exemption from the sponsorship requirement is on the market. Kona Bay intends to use for an exemption from sponsorship for this RTO. There isn’t a assurance that an exemption from this requirement will likely be obtained.

A press launch with additional particulars referring to the Proposed Transaction will comply with in accordance with the insurance policies of the Trade, which is able to embody a abstract of the Definitive Settlement and transaction consideration, abstract monetary info of PropGo, biographical info on the proposed administrators and officers of the Ensuing Issuer, and different related info on the Proposed Transaction and associated financings.

ON BEHALF OF THE BOARD OF DIRECTORS
“Vincent Wong”
President and Director

Cautionary Assertion

Completion of the transaction is topic to quite a few situations, together with however not restricted to, Trade acceptance and if relevant pursuant to Trade Necessities, majority of the minority shareholder approval. The place relevant, the transaction can not shut till the required shareholder approval is obtained. There may be no assurance that the transaction will likely be accomplished as proposed or in any respect.

This launch consists of sure statements and data which will represent forward-looking info inside the which means of relevant Canadian securities legal guidelines. All statements on this information launch, apart from statements of historic details, together with statements relating to future estimates, plans, targets, timing, assumptions or expectations of future efficiency together with that the Proposed Transaction is anticipated to be by means of share change or different related enterprise mixture, that the Proposed Transaction is anticipated to finish on the phrases and timeline as anticipated by administration, {that a} Definitive Settlement is anticipated to be entered into, that Kona Bay is anticipated to endure the Share Consolidation on the phrases as anticipated by administration, that PropGo’s frequent share buy warrants is anticipated to be exchanged for Kona Bay post-consolidation frequent share buy warrants, that the Ensuing Issuer is anticipated to finish the Concurrent Personal Placement as anticipated by administration and that Kona Bay is anticipated to endure a change in administration in reference to the Proposed Transaction.  Typically, forward-looking statements and data may be recognized by means of forward-looking terminology resembling “intends,” “anticipates,” “it’s anticipated,” or variations of such phrases and phrases, or statements that sure actions, occasions or outcomes “might,” “might,” “ought to,” or “would” happen. Ahead-looking statements are based mostly on sure materials assumptions and analyses made by the Firm and the opinions and estimates of administration as of the date of this press launch, together with that the Proposed Transaction will likely be by means of share change or different related enterprise mixture, that the Proposed Transaction will likely be accomplished on the phrases and timeline as anticipated by administration, {that a} Definitive Settlement will likely be entered into, that Kona Bay will endure the Share Consolidation on phrases as anticipated by administration, that PropGo’s frequent share buy warrants will likely be exchanged for Kona Bay post-consolidation frequent share buy warrants, that the Ensuing Issuer will full the Concurrent Personal Placement as anticipated by administration and that Kona Bay will endure a change in administration in reference to the Proposed Transaction.  Though the Firm considers these assumptions to be affordable based mostly on info presently obtainable to it, they might show to be incorrect, and the forward-looking statements on this launch are topic to quite a few dangers, uncertainties and different components which will trigger future outcomes to vary materially from these expressed or implied in such forward-looking statements.  Such threat components might embody, amongst others, that the Proposed Transaction is not going to be by means of share change or different related enterprise mixture, that the Proposed Transaction is not going to be accomplished on the phrases and timeline as anticipated by administration, {that a} Definitive Settlement is not going to be entered into, that Kona Bay is not going to endure the Share Consolidation on phrases as anticipated by administration, that PropGo’s frequent share buy warrants is not going to be exchanged for Kona Bay post-consolidation frequent share buy warrants, that the Ensuing Issuer is not going to full the Concurrent Personal Placement as anticipated by administration and that Kona Bay is not going to endure a change in administration in reference to the Proposed Transaction.  There may be no assurance that the transactions contemplated on this information launch will full.  Though administration of the Firm has tried to determine essential components that would trigger precise outcomes to vary materially from these contained in forward-looking statements or forward-looking info, there could also be different components that trigger outcomes to not be as anticipated, estimated or supposed. There may be no assurance that such statements will show to be correct, as precise outcomes and future occasions might differ materially from these anticipated in such statements. Accordingly, readers shouldn’t place undue reliance on forward-looking statements and forward-looking info. Readers are cautioned that reliance on such info will not be acceptable for different functions. The Firm doesn’t undertake to replace any forward-looking assertion, forward-looking info or monetary outlook that’s included by reference herein, besides in accordance with relevant securities legal guidelines. We search secure harbor.

Buyers are cautioned that, besides as disclosed within the administration info round or submitting assertion to be ready in reference to the transaction, any info launched or obtained with respect to the transaction will not be correct or full and shouldn’t be relied upon. Buying and selling within the securities of Kona Bay ought to be thought of extremely speculative.

The TSX Enterprise Trade Inc. has on no account handed upon the deserves of the Proposed Transaction and has neither accepted nor disapproved the contents of this press launch.

For additional info please contact Kona Bay Investor Relations at:

Tel: (604) 235-1950 
Electronic mail:



Supply hyperlink

This site uses Akismet to reduce spam. Learn how your comment data is processed.