| ||Wed Jan 16, 2019|
Knol Resources Corp. Announces Letter Of Intent For A Proposed Reverse Takeover Transaction With Freckle IoT Ltd.
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- Freckle is a rapidly-growing data measurement and identity company providing recurring software-as-a-service solutions to Fortune 500 brands and agencies in multiple countries.
- Fully integrated into all major global media and data platforms, Freckle’s products and services fully support media decisions and provide compliant data sources.
- Its offline attribution product determines the effectiveness of a brand’s media across multiple channels by measuring the outcome of driving a consumer into a desired location or decision.
- Its identity product, Killi, is a consumer facing application built on the blockchain that was created to solve privacy and security challenges for consumers while addressing compliance challenges for companies obtaining and using data. Killi allows platforms and brands to purchase customized data directly from consumers in exchange for monetary compensation.
- Founded by serial entrepreneur Neil Sweeney in 2015, Freckle is leading the next wave of data compliance, privacy, transparency, security and identity management.
Vancouver, British Columbia and Toronto, Ontario -- January 16, 2019 -- Knol Resources Corp. (NEX: NOL.H) (the "Company" or "Knol") announces that on December 31, 2018, it entered into a non-binding letter of intent ("LOI") with Freckle IoT Ltd. ("Freckle"), a global leader in multi-touch, offline advertising attribution. The LOI outlines the proposed terms and conditions pursuant to which the Company and Freckle will effect a business combination that will result in a reverse takeover of the Company by the shareholders of Freckle (the "Proposed Transaction") and the listing for trading of the securities of the resulting issuer (the "Resulting Issuer") on the TSX Venture Exchange (the "TSXV").
A comprehensive news release concerning the operations, management and financial status of Freckle will be provided following completion of a definitive agreement in respect of the Proposed Transaction (the "Definitive Agreement") pursuant to Section 2.3 of TSXV Policy 5.2 - Change of Business and Reverse Takeovers (the "RTO Policy").
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 Coca-Cola, Lexus, Lowe's, Walmart, General Motors, Unilever and Mondelez 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.
In connection with the Proposed Transaction, Freckle and Knol are pleased to announce that GMP Securities L.P. ("GMP") has been appointed as lead agent, for and on behalf of Freckle, to sell, on a "best efforts" private placement basis, subscription receipts (the "Subscription Receipts") of Freckle anticipated to be up to $6.5 million (the "Offering"). The size and terms of the Offering will be determined in the context of the market and will be disclosed at such time.
The Proposed Transaction
The Proposed Transaction is being contemplated through a three cornered amalgamation among Knol, a subsidiary of Knol, and Freckle, or such other structure as determined by the parties. The completion of the Proposed Transaction will constitute a "Reactivation" for Knol as a company listed on the NEX Board of the TSXV, and will be subject to the RTO Policy. The completion of the Proposed Transaction will require and be conditional upon the approval of the TSXV (the "TSXV Approval"), completion of a Definitive Agreement, completion of the Offering and shareholder approval of Freckle and Knol, if required.
Upon closing of the Proposed Transaction, the Company will, among other things: (a) change its name to "Freckle" or such other name as may be selected by Freckle and confirmed by Knol; (b) consolidate its common share capital, on a basis to be agreed upon in the Definitive Agreement; (c) Freckle will become a wholly-owned subsidiary of Knol and the sole business of Knol will be the current business of Freckle; (d) the board of directors of Knol will be comprised of five persons, one nominated by Knol and four nominated by Freckle; and (g) the common shares of the Resulting Issuer will be listed on the TSXV as a Tier 1 or Tier 2 issuer. Current shareholders of Knol are expected to own an approximate 12% in the Resulting Issuer assuming completion of the Offering.
Neil Sweeney will become the President and Chief Executive Officer of the Resulting Issuer upon completion of the Proposed Transaction. Mr. Sweeney was named among Deloitte's Fast 50 three years in a row, was a two-time Finalist for EY's Entrepreneur of the Year and has established an industry reputation for his visionary entrepreneurship, developing leading edge mobile technologies before they became industry standards, including the world's first mobile futures market. Freckle is currently in the process of assembling a majority independent board of directors.
In accordance with the policies of the TSXV, Knol's shares are currently halted from trading and will remain halted until further notice.
Knol Resources Corp.
President and Chief Executive Officer
Phone: (604) 689-1428
Freckle IOT Ltd.
President and Chief Executive Officer
Phone (647) 360-3691
Neither the NEX nor its Regulation Services Provider (as that term is defined in the policies of the NEX) accepts responsibility for the adequacy or accuracy of this news release.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested 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 management information circular or filing statement 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 TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this news release.
DISCLAIMER FOR FORWARD-LOOKING INFORMATION
Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements, including: the receipt of all necessary regulatory approvals, the ability to conclude the Proposed Transaction, capital expenditures and other costs, and financing and additional capital requirements. These statements generally can be identified by the use of forward-looking words such as "may", "should", "will", "could", "intend", "estimate", "plan", "anticipate", "expect", "believe'' or "continue", or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the completion of the Proposed Transaction, the completion of the Offering, the listing of the shares of the Resulting Issuer on the TSXV and the anticipated business plan of the Company subsequent to completion of the Proposed Transaction. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 and forward looking information. The Company assumed no obligation to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.
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