This might be the reason:
Keek to issue up to $5-million of secured notes
2014-10-28 08:43 ET - News Release
Ms. Alex Cameron reports
KEEK ENTERS INTO LOAN AGREEMENT AND PROVIDES UPDATE ON OTHER MATTERS
Keek Inc.'s board of directors has authorized the company to seek financing through the issuance of secured notes of up to $5-million. The company intends to use the proceeds from the notes for general working capital purposes.
The notes will bear interest at a rate of 12 per cent per annum on the principal amount outstanding and will be repayable in 12 months from the date issued. The notes will be secured by a general security agreement over all present and future assets and intangibles of the company. In consideration for the notes, the company has agreed to issue an aggregate of up to five million common share purchase warrants. Each warrant will entitle the holder to purchase one common share of the company at an exercise price of 10 cents per share at any time up to three years after the date of issue. The warrants will be subject to a statutory four-month hold period.
Pinetree Capital Inc., a significant shareholder of the company, has agreed to subscribe for $3-million of notes. Sheldon Inwentash and Gerry Feldman, directors of the company and management of Pinetree, abstained from voting in connection with the approval of the issuance of notes to Pinetree. The initial closing of notes to Pinetree is expected to occur on Oct. 31, 2014, with one or more additional closing to be held in November. The issuance of the notes is subject to execution of loan and security documents and receipt of approval from the TSX Venture Exchange. The purchase of notes by Pinetree is a related party transaction as defined under Multilateral Instrument 61-101; however, it is exempt from the minority shareholder approval requirements as the commercial terms are not less advantageous to the issuer than if the loan was obtained from an arm's-length party and the notes are not convertible into equity of the company.