AKR Ackroo Inc

Ackroo Inc. (TSX-V: AKR; OTC: AKRFF) (the “Company” or “Ackroo”) provides an update on the calculation of the requisite minority approval of the statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (the “Arrangement”) at its upcoming annual general and special meeting of shareholders scheduled to be held on February 24, 2025 (the “Meeting”). The Company has filed on SEDAR+ under its corporate profile and mailed to its shareholders a notice of Meeting and management information Circular dated January 24, 2025 (the “Circular”).

As previously announced (see news release dated December 13, 2024), for the Arrangement to become effective, the Arrangement must first be approved at the Meeting by the affirmative vote of (i) at least two-thirds (66⅔%) of the votes cast on the special resolution in respect of the Arrangement by shareholders present in person or represented by proxy, and (ii) a majority (50% + 1) of the votes cast by shareholders in person or represented by proxy, excluding the votes cast in respect of common shares of the Company (the “Common Shares”) held by certain interested or related parties or joint actors of Ackroo in accordance with the minority approval (the “Minority Approval”) requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).

To ensure fair treatment among security holders and to align with the requirements of MI 61-101, the votes cast in respect of the Common Shares held by Messrs. Bergeron-Bellanger, Clare and French, each a director of the Company, and their respective joint actors, as applicable, will be excluded from the Minority Approval, in addition to those votes cast in respect of Common Shares held by certain shareholders as outlined in the Circular. Messrs. Bergeron-Bellanger, Clare and French and their respective joint actors hold in the aggregate approximately 8.6% of the issued and outstanding Common Shares as of the date of the Circular.

The Company is also announcing it has waived the proxy cut-off time in respect of the Meeting. Proxies will now be accepted up to the commencement of the Meeting on February 24, 2025 at 10:00 a.m. (Eastern Time) in-person at 1250 South Service Road, Unit A3-1 (3rd Floor), Stoney Creek, Ontario, Canada.

About Paystone

Paystone is a leading North American payment and software company redefining the way merchants engage their customers and grow their businesses. The company’s suite of automated payment processing, customer loyalty programs, gift card solutions, and reputation marketing software is used at over 35,000 merchant locations across Canada and the United States which collectively process over 10 billion dollars a year in bankcard volume. The fintech company employs over 150 employees and serves as the technology partner of choice for hundreds of partners across North America.

About Ackroo

As an industry consolidator, Ackroo acquires, integrates and manages gift card, loyalty marketing, payment and point-of-sale solutions used by merchants of all sizes. Ackroo’s self-serve, data driven, cloud-based marketing platform helps merchants in-store and online process and manage loyalty, gift card and promotional transactions at the point of sale. Ackroo’s acquisition of payment ISO’s affords Ackroo the ability to resell payment processing solutions to their growing merchant base through some of the world’s largest payment technology and service providers. As a third revenue stream Ackroo has acquired certain custom software products including hybrid management and point-of-sale solutions that help manage and optimize the general operations for niche industry’s including automotive dealers and more. All solutions are focused on helping to consolidate, simplify and improve the merchant marketing, payments and point-of sale ecosystem for their clients. Ackroo is headquartered in Hamilton, Ontario, Canada. For more information, visit: www.ackroo.com.

For further information, please contact:

Steve LevelyChief Executive Officer | AckrooTel: 416-360-5619 x730Email: slevely@ackroo.com

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking StatementsThis release contains forecasts and forward-looking statements that are not guarantees of future performance and activities and are subject to risks and uncertainties. The Company has based these forward-looking statements on assumptions and assessments made by its management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, but are not limited to the possibility that the Meeting will not be held on the timing currently contemplated, or at all, and the failure to obtain the required Shareholder approval at the Meeting, including the Minority Approval.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the ability to secure the required Shareholder approvals, including the Minority Approval. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances.

Any forward-looking statements in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.