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TORONTO, May 25, 2020 /CNW/ - Freckle
Ltd. (the "Company" or "Killi") (TSXV: MYID) is
pleased to announce that the previously announced sale (the
"Transaction") of the Freckle offline attribution and data
business to PlaceIQ, Inc. ("PlaceIQ") has been approved by
the holders of common shares of the Company (the
"Shareholders"). Shareholders approved the Transaction at
the Annual General and Special Meeting of Shareholders on
May 25, 2020.
The Transaction is expected to close on or about May 29, 2020 and remains subject to the approval
of the TSX Venture Exchange ("TSXV") and the satisfaction of
certain other customary closing conditions in transactions of this
nature.
The Company is also pleased to announce the closing of its
oversubscribed non-brokered private placement (the
"Offering") of 42,000,000 units of the Company (each, a
"Unit" and collectively, the "Units") at a price of
$0.025 per Unit, for aggregate gross
proceeds of $1,050,000. In connection
with the Offering, the Company issued an aggregate of 42,000,000
Common Shares and 42,000,000 common share purchase warrants.
No commissions or fees were paid in connection with this
Offering. The net proceeds of the Offering will be used for general
working capital requirements. For further details concerning the
Offering, please refer to the Company's news release dated
May 19, 2020.
All securities issued in connection with the Offering are
subject to a regulatory hold period of four months and a day in
accordance with the rules and policies of the TSXV and applicable
Canadian securities laws, and such further restrictions as may
apply under foreign securities laws. Completion of the financing is
subject to final approval of the TSXV.
To demonstrate continued support of the Company's growth plans,
insiders of the Company, including certain directors and officers,
acquired an aggregate of $42,000
worth of Units under the Offering. Such participation is considered
a "related party transaction" within the meaning of Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions ("MI 61-101"). The related party
transaction is exempt from minority approval, information circular
and formal valuation requirements pursuant to the exemptions
contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither
the fair market value of the gross securities issued under the
Offering nor the consideration paid by the insiders exceeds 25% of
the Company's market capitalization.
Results of Annual General and Special Meeting of
Shareholders
The Company is also pleased to announce that all resolutions
proposed to Shareholders at the annual general and special meeting
held on May 25, 2020 were duly
passed. All nominees, which included Neil
Sweeney, Robert Fernicola,
Kevin Shea, Michael Atkinson and Jason Maguire, were re-elected as directors of
the Company. In addition to the election of the directors and the
sale of the Freckle offline attribution and data business, the
Shareholders also voted in favour of the following resolutions put
before the meeting:
- an amendment to the Company's articles to change the name of
the Company to "Killi Ltd." (the "Name Change");
- the approval of a consolidation of the Company's issued and
outstanding Class A common shares (the "Common Shares") at a
ratio to be determined by the directors of the Company in the
future between a range of three to ten pre-consolidation shares for
every one post-consolidation share (the
"Consolidation");
- the approval of certain amendments and ratification of the
Company's stock option plan (the "Stock Option Plan");
- the repricing of 2,549,772 options issued to insiders of the
Company under the Stock Option Plan to a price of $0.05 per share (the "Option Repricing");
and
- the reappointment of MNP LLP as the Company's auditors for the
ensuing year, and the directors were authorized to fix their
remuneration.
The Name Change, Consolidation, Option Repricing and amendments
to the Stock Option Plan are subject to TSXV approval. Additional
information regarding the Transaction and other matters put before
the meeting is set out in the Company's management information
circular dated April 23, 2020, which
is available on the Company's profile on SEDAR at
www.sedar.com.
About Freckle Ltd
Killi (killi.io) is a consumer identity product, available in
five countries, that allows individuals to take back control of
their digital identity from those who have been using it without
their consent. With Killi™, consumers can opt-in and select
specific pieces of personal information that they would like to
share with companies and be compensated directly in cash for its
use.
Download Killi™ here.
For more information, please visit killi.io.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this news release.
Forward Looking and Other Cautionary Statements
This news release may contain "forward-looking statements"
within the meaning of applicable securities laws, including, but
not limited to, the Company's financing plans, the securities sold
in the connection with the Offering, the proposed use of proceeds
therefrom, other expected effects of the Offering, timing of
closing of the Transaction and satisfaction of the conditions
thereto. Forward-looking statements may generally be identified by
the use of the words "anticipates," "expects," "intends," "plans,"
"should," "could," "would," "may," "will," "believes," "estimates,"
"potential," "target," or "continue" and variations or similar
expressions. These statements are based upon the current
expectations and beliefs of management and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to: the
dilution arising from the Offering; the Company may not receive
final approval from the TSXV with respect to the Transaction, the
Name Change, the Consolidation, the amendments to the Stock Option
Plan, the Option Repricing, and the Offering; the Company's ability
to satisfy the closing associated with the Transaction; the
uncertainty surrounding the spread of COVID-19 and the impact it
will have on the Company's operations and economic activity in
general; and the risks and uncertainties discussed in our most
recent annual and quarterly reports filed with the Canadian
securities regulators and available on the Company's profile on
SEDAR at www.sedar.com, which risks and uncertainties are
incorporated herein by reference. Readers are cautioned not to
place undue reliance on forward-looking statements. Except as
required by law, the Company does not intend, and undertakes no
obligation, to update any forward-looking statements to reflect, in
particular, new information or future events.
SOURCE Killi Ltd