Kona Bay closes unit, debenture unit financings
2016-12-09 14:39 MT - News Release
Mr. Vincent Wong reports
KONA BAY TECHNOLOGIES CLOSES FINANCINGS
Kona Bay Technologies Inc.'s board of directors has closed its previously announced private placement financings (see news release dated Nov. 4, 2016) by issuing:
One million units at a price of 12 cents per unit for gross proceeds of $120,000: Each unit comprises one common share of the company and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share at 16 cents per share for a period of five years from the date of the issue.
120 convertible debenture units for gross proceeds of $120,000: Each convertible debenture unit consists of a convertible debenture in the principal amount of $1,000 and 6,250 detachable share purchase warrants. Each debenture bears interest at the rate of 17 per cent per year, payable semi- annually, and will mature and be payable three years from the date of issue of the debenture. The warrants will entitle the holder to purchase one additional common share at 16 cents per share for a period of three years from the date of issue of the debentures. The debentures are unsecured.
Insiders purchased all units and convertible debenture units under the offerings for gross proceeds of $240,000. Any purchases by insiders will be considered a related party transaction subject to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101. The company will rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that participation in the private placement by each insider will not exceed 25 per cent of the fair market value of the company's market capitalization.
The securities issued under this first tranche of the financing will be subject to a hold period expiring on April 10, 2017, pursuant to applicable securities laws and the rules of the TSX Venture Exchange.
The company intends to use the gross proceeds of the offerings for general working capital.
About Kona Bay Technologies
Kona Bay Technologies acquires, manages and builds on-line customer acquisition businesses that address the specific client acquisition needs of its customers in particular vertical markets.
We seek Safe Harbor.
© 2017 Canjex Publishing Ltd. All rights reserved.
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| Reply to Jimjones1972 - Msg #5739 - 02/16/2017 21:50|
KBY.V - Kona Bay Technologies Inc. (Due Diligence Report)
Common Shares: 3,442,449 (including recent private placement)
Warrants: 113,500 at $0.18 & 2 million at $0.16 (all insider held)
Insider Holdings: 2,862,680 (83.2% as per Sedi)
*Note* Kona Bay was formed in June 2016 from AKM.V(ACT360 Solutions)
- Below are year end results. Q1 will be out end of February.
Financials (From Year End Results. Ending September 30th 2016)
Cash: $57,690 ($15,322 from insider placement not added to assets)
Accounts Receivable: $90,713
Prepaid Expenses: $11,255
Total Assets: $177,759
Accounts Payable: $606,478
Unearned Revenue: $137,061
Total Liabilities: $743,539
Revenue: $1,477,571 (2015 - $1,212,207)
Expenses: $1,840,499 (2015 - $1,812,887)
Net Loss: -$349,480 (2015 - $600,680)
- Although a loss, revenues are increasing and expenses are only slightly higher year over year
Acquisition Growth Strategy
The Company’s intention to actively seek buy-side mergers and acquisitions as part of an ongoing growth strategy continued during 2016 and the most current quarter, utilizing the services of a number of consultants to assist in identifying target entities with strategic synergies, analyzing their business operations, and executing transactions through to closing. The Company continued to conduct due diligence and seek funding for a number of proposals under review. The Company uses its wholly owned subsidiary, Newport Concepts Corp., as the vehicle to engage with investor groups, joint venture partners, and acquisition targets. The Company remains committed to growth through acquisitions, and continues to engage with potential partners and consultants, with a focus on online customer acquisition in the North American and Asian markets.
Educational and Internet Based Services
During the year ended September 30, 2016, as in the year ended September 30, 2015, the Company continued to operate primarily through its subsidiary, ACT360 Media, generating revenues in four areas:
· The Student Marketing Services segment provides student recruitment services to post-secondary education institutions, derived from the Company’s proprietary international student marketing platform which helps colleges and universities qualify and recruit international students, assisting students from South America, Europe, Africa, the Middle East, and Asia to achieve their study abroad goals. The Company’s student marketing platform user database consists of approximately 4.6 million international student prospects. The Company continues to seek to monetize this unrealized asset and diversify revenue by expanding its product mix to include value-added qualification services and pursuing traditional universities and colleges through various channel partners.
· The Internet Applications segment focuses on the sales of educational products, including the sale of English tests and grading services through B2B channel partners in Europe and Asia.
· The Custom Software Development segment focuses on the development of custom test software applications. Revenues in this business unit are typically comprised of upgrades and enhancements to legacy clients.
· The Other Activities segment includes website and application hosting services in support of the Company’s Custom Software Development clients.
On January 12, 2017, the Company announced its board of directors had approved a proposed spin off of each of the Company’s online advertising and software as a service businesses into independent publicly traded companies (the “Arrangement”). The board of directors believes that the Arrangement will facilitate each separate company in attracting an investor base for each entity’s specific business, thereby maximizing shareholder value. Details of the Arrangement and the proposed board of directors and officers of the two spin-out companies will be set forth in the Company’s management information circular, which will be filed on SEDAR in due course. The Company expects to complete the Arrangement in the first half of 2017. The Arrangement is subject to customary conditions, regulatory approvals and tax considerations.
News release regarding “spinoff”:
Kona Bay Technologies' board approves proposed spinoff
2017-01-12 12:07 MT - News Release
Mr. Vincent Wong reports
KONA BAY TECHNOLOGIES ANNOUNCES PROPOSED SPIN OFF
Kona Bay Technologies Inc.'s board of directors has approved the proposed spinoff of each of the company's on-line advertising and software-as-a-service businesses into independent publicly traded companies, The name of each new company will be determined at a later date but for the purposes herein are referred to as Ad Co. and SaaS Co.
The board of directors believes that spinning off Ad Co. and SaaS Co. will help attract an investor base for each entity's specific business and thereby maximizing shareholder value.
Proposed terms of the arrangement
Under the proposed terms of the arrangement: (1) the shareholders of the company will receive one share of Ad Co. and SaaS Co. for each share of the company, (2) the terms of the existing warrants will be amended to entitle the holder to receive, upon due exercise of the warrants, one share of the company, Ad Co. and SaaS Co. for each share of the company that the holder was entitled to receive on exercise of the warrants prior to the arrangement, and (3) the terms of the existing debentures will be amended to entitle the holder to receive, upon due conversion of the debentures, one share of the company, Ad Co. and SaaS Co. for each share of the company that the holder was entitled to receive on conversion of the debentures prior to the arrangement.
The proposed board of directors and officers of Ad Co. and SaaS Co. will be set forth in the company's management information circular, which will be filed on SEDAR in due course. The company expects to complete the arrangement in the first half of 2017. The arrangement is subject to customary conditions, regulatory approvals and tax considerations.
About Ad Co.
Upon closing of the arrangement, Ad Co. will be a technology company specializing in digital customer acquisition. Ad Co.'s customers are primarily higher-education institutions that promote campus and on-line degree programs to consumers through digital media such as websites, mobile apps, social media networks and direct e-mail. Ad Co.'s vision is expand beyond the education industry into other vertical markets to deliver qualified inquiries to advertiser clients at scale and according to the client's targeted return on investment.
About SaaS Co.
Upon closing of the arrangement, SaaS Co. will be a software development company that specializes in on-line testing platforms for training and high-stake applications. SaaS Co. designs, develops and manages the platform for higher-education clients with multiple campus locations and complex requirements. The testing platform is highly flexible and supports a wide range of question content types incorporating multimedia elements for reading, writing, speaking and listening assessments. Higher-education clients use the platform to deliver practice tests, high-stake assessments and professional training.
Upon completion of the arrangement, the company will retain its consumer-oriented Internet applications business unit, and focus on expanding into high-growth opportunities in the e-commerce and mobile commerce sectors.
Kona Bay Technologies
Kona Bay Technologies is a global provider of on-line customer acquisition software and services. It acquires, manages and builds on-line customer acquisition businesses that address the specific client acquisition needs of its customers in particular vertical markets.
We seek Safe Harbor.
© 2017 Canjex Publishing Ltd. All rights reserved.