Trustee in Poynt Corporation Creditor Protection Process Files Material Adverse Change Report Due to $1 Million Loan Proceeds Not Yet Advanced
CALGARY, ALBERTA--(Marketwire - Oct. 26, 2012) - Poynt Corporation (TSX VENTURE:PYN) ("Poynt Corp." or the "Company"), a global leader in mobile local search and advertising, today announced that Hardie & Kelly Inc. of Calgary, Alberta, (the "Trustee") the trustee appointed for the Company's Notice of Intention to Make a Proposal (the "Proposal Proceedings") under the Bankruptcy and Insolvency Act (Canada)("BIA"), has today filed a Material Adverse Change Report (the "Report") with the Office of the Superintendent of Bankruptcy (Canada).
The Report refers to the agreement entered into by the Company with a third party lender (the "Lender") dated October 16, 2012 for debtor-in-possession ("DIP") financing in an aggregate amount of one million Canadian dollars (CDN$1,000,000) (the "October 16th Loan"). The Report outlines that the DIP financing under the October 16th Loan has not yet been advanced to the Company by the Lender, that the Company is therefor unable to meet its outstanding post BIA-filing obligations and as such the Trustee considers there to be material adverse change in the cash flow and financial circumstances of the Company. The Report also states that the Trustee intends on making an application (the "Court Application") to the Court of Queen's Bench of Alberta (the "Court") to terminate the Stay of Proceedings (the "Stay") originally implemented by the Court under the BIA, due to the Trustee being of the opinion that the Company's creditors as a whole would be materially prejudiced should the Stay remain in place given the lack of funding under the October 16th Loan. The Trustee expects to make the Court Application on Wednesday October 31, 2012 at 3:00 pm (Calgary time). The Report adds that should the Stay be terminated, the Company will be deemed to have made an assignment into bankruptcy. The deemed bankruptcy of the Company would result in the Company immediately ceasing operations and undergoing a liquidation process in accordance with the terms of the BIA.
Despite the filing of the Report, Poynt Corp. will be working with the Lender to rectify the non-funding of the October 16th Loan to ensure that the full $1 million principal amount of this loan is funded to the Company on or prior to the date of the Court Application. Poynt Corp. will be also be working with its secured lender and its other DIP lenders during this period to ensure such parties are in support of its actions.
Provided the Company is successful in the foregoing efforts, it expects that the Trustee will withdraw the Court Application and the Stay will be continued to at least November 26, 2012, with approximately $480,000 of the loan proceeds then being used by the Company to meet outstanding post BIA-filing obligations, with the balance of the loan proceeds being used to fund operations to at least November 26, 2012.
About Poynt Corporation
Poynt Corp. (about.poynt.com) (TSX VENTURE:PYN) is a global leader in the mobile local advertising space. Its Location Based Search (LBS) and advertising platform, Poynt (www.poynt.com), enhances a user's ability to connect with the people, businesses and events most important to them. Poynt is available on Android, iPhone, Windows Phone and Nokia devices, along with BlackBerry smartphones and BlackBerry PlayBook Tablets in Canada, the United States, Europe, India and Australia. Poynt Corp. entered the mobile publishing space with the acquisition of an advertising publishing platform in January 2011. Whether through the Poynt Local Search Platform or the Ad Publishing Platform, Poynt Corp. simplifies connecting consumers with businesses, retailers and events. Headquartered in Calgary, AB, Canada, Poynt Corp. trades on the TSX Venture Exchange under the symbol "PYN".
Reader Advisory: This press release may contain certain forward looking statements which may include plans, expectations, forecasts, projections, guidance or other statements that are not statements of fact, including, without limitation, meeting the terms, conditions and approval requirements under its creditor protection; the effect of DIP financings on Poynt Corp.'s ability to continue operations while under creditor protection; the Trustee's intention to make the Court Application to terminate the Stay and the anticipated timing thereof; the effect of the Stay being terminated on the Company; the effect of the deemed bankruptcy and liquidation of the Company; the Company's plans to work with the Lender to rectify the non-funding of the October 16th Loan and to work with its secured lender and its other DIP lenders to ensure such parties are in support of its actions; the anticipated effect of such efforts by the Company on the Trustee, the Court Application and the Stay; the application of the loan proceeds; and the ability of the Company to continue operations and to continue to work on the Proposal Proceedings and its long-term business plan. Although Poynt Corp. believes that the expectations reflected in such forward looking statements are reasonable, it cannot give any assurance that such expectations will prove to be correct. The effect of the October 16th Loan and further DIP financings are subject to a number of conditions and Poynt Corp. cannot give any assurance that such conditions will be met on a timely basis, or at all, as certain of the conditions are in the control of other parties. As such, the future plans and objectives of Poynt Corp. are forward looking statements that involve risks and uncertainties that may be based on assumptions that could cause actual results to differ materially from those anticipated or implied in such statements.
Material risk factors that could cause actual results to differ materially from the forward-looking information include, but are not limited to: risk that the Company will be unable to meet the terms, conditions and approval requirements under its creditor protection; risk that the Trustee proceeds with the Court Application and the Stay is terminated; the risk that the Stay is terminated and the Company is deemed to have made an assignment into bankruptcy, ceases operations and proceeds with a liquidation of its assets; risk that the Company is unable to rectify the non-funding of the October 16th Loan; risk that the Company's secured lender and its other DIP lenders are not in support of the Company's actions; risk that the Company will be unable to obtain additional DIP financing; risk that the Company will be unable to meet the terms, conditions and approval requirements under its creditor protection; risk that the Company's creditors will not approve a plan to address the Proposal Proceedings; inability of Poynt Corp. to fund its obligations; the deteriorating economic and market conditions that could lead to reduced spending on information technology products; competition in the Company's target markets; potential capital needs; management of future growth and expansion; the development, implementation and execution of the Company's strategic visions; risk of third-party claims of infringement; protection of proprietary information; customer acceptance of the Company's existing and newly introduced products; the success of brand development efforts; risks associated with strategic alliances; failure of counterparties to perform on contracts; failure to successfully negotiate contracts; failure to successfully negotiate a strategic opportunity; need to develop new and enhanced products; potential product defects; ability to hire and retain qualified employees and key management personnel; risks associated with changes in domestic and international market conditions and the entry into and development of new markets for the Company's products; failure to obtain all required regulatory approvals, including the approval of the TSX Venture Exchange of the common shares to be issued to the DIP Lender; and the risks described under "risk factors" in the Company's Annual Information Form for the year ended December 31, 2010 which is available on Poynt Corp.'s SEDAR profile (www.sedar.com).
Although Poynt Corp. has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in the forward looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. In making the forward looking statements in this press release, Poynt Corp. made, among others, the following assumptions: that the Company will be able to work with the Lender to rectify the non-funding of the October 16th Loan; that the Company will be able to work with its secured lender and its other DIP lenders to ensure such parties are in support of its actions described herein; and that if the Company is successful in its efforts described herein, the Trustee will withdraw the Court Application and the Stay will be continued to at least November 26, 2012.
Poynt Corp.'s forward-looking statements are expressly qualified in their entirety by this cautionary statement. Unless otherwise required by applicable securities laws, Poynt Corp. does not intend, nor does it undertake any obligation, to update or review any forward looking statements to reflect subsequent information, events, results or circumstances or otherwise.
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Global Results PR for Poynt Corporation
Valerie Christopherson / Asif Husain