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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.
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
For further information: Andrew Elinesky, CFO, +1-416-904-2725