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VANCOUVER, BRITISH COLUMBIA -- March 29, 2019 -- Knol Resources Corp. (NEX: NOL.H) (“Knol”) and Freckle I.O.T Ltd (“Freckle” or the “Company”), a global leader in multi-touch, offline advertising attribution, are pleased to jointly announce the closing of a first tranche private placement offering for gross proceeds of $4,554,000 of a $6,500,000 total offering previously announced (the “Offering”). The Offering is being led by GMP Securities L.P. (“GMP”) and PI Financial Corp. (“PI”) (the “Co-Lead Agents”) and included Canaccord Genuity Corp. and Haywood Securities Inc. (together with the Co-Lead Agents, the “Agents”). The Offering is being completed in connection with the proposed reverse take-over (the “Transaction”) to be completed between Freckle and Knol pursuant to Policy 5.2 - Changes of Business and Reverse Takeovers of the TSX Venture Exchange (the “TSXV”). The Transaction was previously announced by Knol on January 16, 2019 and March 27, 2019.
In connection with the first tranche of the Offering, Freckle issued 7,370,000 subscription receipts (the “Freckle Subscription Receipts”) at a price of $0.20 per Freckle Subscription Receipt for gross proceeds of $1,474,000.”). Concurrently with the issuance by Freckle of the Freckle Subscription Receipts, Knol issued 7,900,000 subscription receipts (the “Knol Subscription Receipts”, and together with the Freckle Subscription Receipts, the “Subscription Receipts”) at a price of $0.20 per Knol Subscription Receipt for gross proceeds of $1,580,000.
Each Subscription Receipt shall be automatically exercised, without further action by the holder of such Subscription Receipt, and for no additional consideration, immediately prior to completion of the Transaction for one common share of either Freckle or the Resulting Issuer (as hereinafter defined), as the case may be. The exercise of the Subscription Receipts is contingent on the satisfaction of the escrow release conditions (the “Escrow Release Conditions”) set out in detail in a subscription receipt agreement among Freckle, Knol, the Co-Lead Agents and Computershare Trust Company of Canada (the “Escrow Agent”) in respect of the Freckle Subscription Receipts (the “Freckle SR Agreement”) and an additional subscription receipt agreement among Knol, Freckle, the Co-Lead Agents and the Escrow Agent in respect of the Knol Subscription Receipts (the “Knol SR Agreement”). The Escrow Release Conditions generally provide that the proceeds from the Offering will only be released to Knol upon completion of the Transaction. If the Escrow Release Conditions are not met before June 30, 2019, the Subscription Receipts will be cancelled and the funds returned to subscribers. The specific attributes of the Subscription Receipts are set out in each of the Freckle SR Agreement and the Knol SR Agreement.
Concurrently with the issuance of Freckle Subscription Receipts and Knol Subscription Receipts, and also part of the Offering, Freckle issued 7,500,000 units (the “Units”) for gross proceeds of $1,500,000 (the “Unit Private Placement”). Each Unit consists of one common share and one common share purchase warrant of Freckle (the “Warrants”). The Warrants shall be exercisable into common shares of Freckle at a price of $0.30 for a period of twenty-four months from the date of issuance thereof. The proceeds of the Unit Private Placement are immediately available to Freckle.
A cash commission of 7.0% (3.5% to certain president’s list subscribers) of the gross proceeds from the Offering is being paid to the Agents (the “Agency Fee”), 50% of which was paid by the Company upon closing of the Offering. The remaining 50% balance will be paid to the Agents upon satisfaction of the Escrow Release Conditions and release of the proceeds from the Offering to the resulting issuer (the “Resulting Issuer”) following completion of the Transaction. In addition, the Agents received compensation options (“Compensation Options”) equal to 7.0% (3.5% to certain president’s list subscribers) of the number of Subscription Receipts issued. Vesting of the Compensation Options will be conditional upon satisfaction of the Escrow Release Conditions. Upon and conditional on the satisfaction of the Escrow Release Conditions, each Compensation Option will be exercisable for one common share of the Resulting Issuer (subject to customary adjustments) for a period of 24 months following the date that the Escrow Release Conditions are met at an exercise price of $0.20.
All securities issued in connection with the Offering are subject to a statutory hold period. It is anticipated that following completion of the Transaction, securities issued pursuant to the Unit Private Placement and securities underlying the Freckle Subscription Receipts will be free-trading. Securities underlying the Knol Subscription Receipts will be subject to a hold period expiring July 29, 2019.
The second tranche of the Offering is expected to close on or about April 10, 2019. The net proceeds from the Offering will be used to expand operations globally for the Freckle measurement product, and the Killi solution and for transaction costs, working capital and general corporate purposes.
Knol intends to hold a special and annual general meeting of the shareholders of Knol as soon as practicable to approve (i) the proposed share consolidation, (ii) the new slate of directors to be appointed upon completion of the Transaction and (iii) the name change in connection with the Transaction.
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.
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 TSXV. In accordance with TSXV policy, the Knol’s shares are currently halted from trading. Trading will resume upon a successful closing of the Transaction.
Completion of this 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.
KNOL RESOURCES CORP.
FOR FURTHER INFORMATION PLEASE CONTACT:
President & CEO of Knol Resources Corp.
FRECKLE I.O.T. LTD.
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.