Knol Resources Corp. Announces Entry into Definitive Agreement with Freckle I.O.T. Ltd. in Connection with Reverse Take-Over Transaction
Vancouver, British Columbia--(Newsfile Corp. - April 30, 2019) - Knol Resources Corp. (NEX: NOL.H) ("Knol") is pleased to announce that, further to its news releases of January 16, 2019 and March 27, 2019, it has entered into a definitive agreement dated effective April 29, 2019 (the "Amalgamation Agreement") among Knol, 2690134 Ontario Inc. ("Subco") (a wholly owned subsidiary of Knol incorporated for the purposes of completing the Transaction (as defined below)) and Freckle I.O.T Ltd. ("Freckle"), a global leader in multi-touch, offline advertising attribution, pursuant to which Knol has agreed to acquire all the shares of Freckle by way of a three-cornered amalgamation (the "Transaction") between Knol, Freckle and Subco under the Business Corporations Act (Ontario).
It is intended that in connection with the Transaction, Knol will consolidate its common shares (the "Knol Shares") on a 2.2278588:1 basis and change its name to "Freckle Ltd." or such other similar name to be determined by the parties (the "Resulting Issuer"). Pursuant to the Amalgamation Agreement, the shareholders of Freckle will receive one common share of the Resulting Issuer (each, a "Resulting Issuer Share") for each common share of Freckle (each, a "Freckle Share") held on the closing date of the Transaction. As a result, Freckle will become a wholly-owned subsidiary of Knol and the sole business of Knol will be the current business of Freckle. Current shareholders of Knol are expected to own approximately 11.55% of the Resulting Issuer. The Resulting Issuer Shares will be listed on the TSX Venture Exchange (the "TSXV") as a Tier 1 or Tier 2 issuer.
The Transaction will constitute a reverse takeover transaction pursuant to Policy 5.2 Change of Business and Reverse Takeovers (the "RTO Policy") of the TSXV. The completion of the Transaction will also constitute a "Reactivation" for Knol as a company listed on the NEX Board of the TSXV, and will be subject to the RTO Policy. In accordance with the RTO Policy, because (i) Knol is an inactive issuer listed on the NEX, (ii) Knol is not subject to a cease trade order and will not be suspended from trading upon completion of the Transaction, and (iii) the Transaction is an arms-length transaction, the Transaction will not be subject to the approval of the Knol shareholders. Knol will seek shareholder approval for the proposed share consolidation and name change at a general meeting to be held on May 29, 2019, and will also seek shareholder approval to continue the jurisdiction of incorporation from Alberta to Ontario. In accordance with the policies of the TSXV, Knol's shares are currently halted from trading and will remain halted until further notice.
Freckle will seek shareholder approval for the Transaction at an annual and general meeting of Freckle shareholders to be held in early June, 2019.
Terms of the Transaction
It is anticipated that the completion of the Transaction will involve, among other things, the following steps:
- The outstanding common shares of Knol will be consolidated on a 2.2278588 to one basis, so that there will be approximately 25,000,000 Knol common shares, and options to purchase 583,519 Knol common shares, outstanding immediately prior to the amalgamation;
- The name of Knol will be changed to Freckle Ltd.
- Freckle and Subco will amalgamate, with the amalgamated company being a wholly-owned subsidiary of Knol;
- Each outstanding Freckle Share on the date of closing will be exchanged for one Resulting Issuer Share, and accordingly in connection with the amalgamation, the 163,376,977 Freckle Shares outstanding immediately prior to the amalgamation will be cancelled, and the holders of Freckle Shares will receive one Resulting Issuer Share for each one Freckle Share held;
- 23,620,977 Freckle Warrants will be exchanged for warrants of the Resulting Issuer entitling the holders to purchase up to 23,620,977 Resulting Issuer Shares;
- options to acquire up to 5,703,000 Freckle Shares will be terminated and holders of such options will receive replacement options to acquire up to 5,703,000 Resulting Issuer Shares;
- The Board of Directors of the Resulting Issuer will be reconstituted to be comprised of Neil Sweeney, Robert Fernicola, John Farlinger, Kevin Shea and Michael Atkinson; and
- The Board of Directors will appoint new officers of the Resulting Issuer, who are expected to be Neil Sweeney, President and Chief Executive Officer, Sean Homuth, Chief Financial Officer, Brad Marks, Senior Vice President, and Anthony Tsigourakos, Chief Revenue Officer.
As of the date hereof, there are 55,686,470 Knol Shares issued and outstanding (or approximately 25,00,000 Knol Shares on a post-consolidation basis) and options to acquire up to 2,000,000 Knol Shares (or approximately 897,722 Knol Shares on a post-consolidation basis). Certain of the Resulting Issuer Shares issuable pursuant to the Transaction will be subject to the escrow requirements of the TSXV or hold periods as required by applicable securities laws.
Completion of the Transaction will be subject to certain conditions, including:
- Knol shareholders having approved the consolidation and name change;
- Freckle shareholders having approved the Transaction;
- receipt of all required regulatory approvals, including TSXV approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the Transaction;
- a concurrent private placement for aggregate gross proceeds of up to $6,529,000 being completed by Knol and Freckle (the "Concurrent Financing");
- certain principals and shareholders of Freckle having entered into escrow agreements as required by the TSXV and having delivered such documents as required by the TSXV;
- the working capital of Knol being at minimum $3,050,000; and
- other standard closing conditions, including there being no material adverse change in the business of Knol or Freckle, the representations and warranties of the parties in the Amalgamation Agreement remaining true and correct as of the closing of the Transaction, there being no legal proceedings or regulatory actions or proceedings as of the closing of the Transaction which may have a material adverse effect on Knol or Freckle and there being no inquiry or investigation in relation to Knol, Freckle or their respective directors or officers of any applicable securities commission or the TSXV which could have a material adverse effect on Knol or Freckle.
As previously announced in news releases of Knol on March 29, 2019 and April 15, 2019, the Concurrent Financing has been completed.
In accordance with TSXV policy, the Knol Shares are currently halted from trading. Trading will resume upon a successful closing of the Transaction.
All information contained in this news release with respect to Freckle was supplied by Freckle for inclusion herein, and Knol and its directors and officers have relied on Freckle for any such information.
About Knol Resources Corp.
Knol Resources Corp. is a reporting issuer in British Columbia and Alberta with shares listed on the NEX Board of the TSX Venture Exchange. As at December 31, 2018, Knol had 55,696,470 common shares outstanding, approximately $3.4 million in assets (principally cash and cash equivalents) and approximately $32,000 in liabilities.
About Freckle I.O.T. Ltd.
With offices in Toronto and New York, Freckle helps leading brands measure the effectiveness of their advertising by independently matching media spend to in store visits while remaining media agnostic. Freckle works with the world's most prestigious brands, publishers and investment firms to deliver intelligence and validation of 1st party consumer data. Freckle's technology is used by Fortune 500 brands like McDonald's, Lexus, Walmart, General Motors, Verizon and AT&T and is a core component of the top demand side platforms and data management platforms used around the world.
In addition to its core business, Freckle developed a mobile application called "Killi" that allows consumers to take back control of their 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 brands in exchange for compensation. Freckle's multi-channel offline attribution platform is now powered by the People of Killi, making it the most compliant, highest fidelity data source in the industry.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Knol should be considered highly speculative.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
FOR FURTHER INFORMATION PLEASE CONTACT:
President & CEO
FOR FURTHER INFORMATION PLEASE CONTACT:
CEO & Founder of Freckle I.O.T. Ltd.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
The securities of Knol have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain "forward-looking statements" under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Knol disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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