Killi Announces Filing of Information Circular for the Annual & Special Meeting of Shareholders

Toronto, ON – April 23, 2020 – Freckle Ltd. (the “Company” or “Freckle”) (TSXV: FRKL) is pleased to announce the filing of its information circular dated April 23, 2020 (the “Circular”) and related meeting materials in connection with the annual and special meeting of shareholders (the “Meeting”) scheduled to take place virtually on May 25, 2020 at 10:00 a.m. (EST). The Company’s board of directors (the “Board”) has set April 14, 2020 (the “Record Date”) as the record date for determining the shareholders entitled to receive notice and vote at the Meeting.

After taking into account recent Provincial and Federal guidance regarding public gatherings and social distancing due to the COVID-19 pandemic, the Company has elected to hold the Meeting virtually, allowing its shareholders to attend and participate at the Meeting by dialing into the Meeting via telephone or by joining the live webcast. The Company and its management believe that holding the Meeting virtually will proactively protect the health and wellbeing of the Company’s shareholders, management, directors and service partners, while permitting and encouraging shareholder participation at the Meeting. Further details concerning the virtual Meeting are included in the Circular.

In addition to the required annual approvals, including the required shareholder approval regarding: (i) the election of the board of directors of the Company; and (ii) the appointment of the Company’s auditor for the ensuing year, Freckle will seek shareholder approval for the following:

  1. The sale of all of the assets of the Company’s offline attribution and data business to Place IQ, Inc. for cash consideration of up to US$4,000,000 (the “Transaction”). The Transaction will constitute a sale of all or substantially all of the property of the Company pursuant to section 184(3) of the Business Corporations Act (Ontario) (the “OBCA”) and any registered shareholder who wishes to exercise their dissent rights under section 185 of the OBCA may do so by following the procedures found therein. Further details of the Transaction are included in the Circular and in the Company’s news release dated April 6, 2020.
  2. An amendment to the Company’s articles to effect a name change of the Company to “Killi Ltd.,” as more particularly described in the Circular (the “Name Change”).
  3. To effect a consolidation of the Company’s issued and outstanding class A common preferred shares (each a “Common Share” and collectively, the “Common Shares”) at a ratio to be determined by the directors of the Company between a range of 3:1 and 10:1 (the “Consolidation”), as more particularly described in the Circular. The Company has decided to seek shareholder approval for the Consolidation in order to increase the Company’s share price, thereby increasing investor interest and trading liquidity of the Common Shares. If the Consolidation is approved, the number of Common Shares will be reduced from 216,521,909 Common Shares (as of the Record Date) to between approximately 72,173,969 and 21,652,190, depending on the consolidation ratio selected by the Board. The Consolidation is subject to both shareholder and TSX Venture Exchange (“TSXV”) approval.
  4. To approve certain amendments to the Company’s existing stock option plan (the “Option Plan Amendments”), as more particularly described in the Circular.
  5. To approve the repricing of a total of 2,549,772 options issued to insiders of the Company (the “Repricing”) under the Company’s stock option plan (each an “Option” and collectively, the “Options”) to a new exercise price of $0.05 or such greater price as may be approved by the Board (the “Amended Exercise Price”). The Repricing is intended to align the exercise price of the Options with the current market pricing of the Common Shares of the Company. The Repricing is subject to TSXV approval and the approval of the Company’s disinterested shareholders pursuant to TSXV Policy 4.4 – Incentive Stock Options. In connection with the Repricing, the Company will also reprice a total of 960,000 options that are held by non-insiders of the Company (the “Non-insider Options”) to the Amended Exercise Price. The repricing of the Non-insider Options does not require shareholder approval. Further details of the Repricing are included in the Circular.

The Transaction, the Name Change and the Consolidation will require approval by at least two-thirds (66.6%) of the votes cast by shareholders present in person or represented by proxy and entitled to vote at the Meeting. Both the Option Plan Amendments and the Repricing require approval by a simple majority of shareholders or disinterested shareholders, as applicable, who are present in person or represented by proxy and entitled to vote on the same.

The Company has elected to use the notice-and-access (“Notice-and-Access”) provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations to distribute Meeting materials to shareholders. Notice-and-Access is a set of rules that allow issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies to shareholders. Shareholders have the right to request hard copies of any proxy-related materials posted online by the Company under Notice-and-Access.

Meeting materials, including the Circular, will be available under the Company’s profile at www.sedar.com and also at https://killi.io/about-us/ by April 23 2020. The Company will provide to any shareholder, upon request to Computershare Trust Company of Canada (“Computershare”), the Company’s transfer agent, a paper copy of the Circular and the audited financial statements of the Company for the financial year ended December 31, 2019 or management discussion and analysis of the Company filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for requesting shareholders to receive and review a paper copy of the Circular or other document prior to the proxy deadline (as specified below), any shareholder who wishes to receive paper copies of any of the Meeting materials should submit their written request to Computershare by May 6, 2020.

The deadline for returning proxies for the Meeting is Thursday May 21, 2020 at 10:00 a.m. (EST). Voting results for the items to be considered by the shareholders of Freckle at the Meeting will be announced after the Meeting and posted on SEDAR.

This announcement is for informational purposes only and does not constitute a solicitation or a proxy.

For more information, please visit killi.io

About Freckle Ltd.

Freckle’s consumer identity mobile application “Killi” (killi.io) allows consumers 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, as well as answer specific surveys, and be compensated directly for these answers. Download Killi here.

FOR FURTHER INFORMATION, PLEASE CONTACT:

Andrew Elinesky, CFO
(416) 904-2725
andrew.elinesky@freckleiot.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accept responsibility for the adequacy or accuracy 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, capital expenditures and other costs, financing and additional capital requirements, ability to secure additional sales, ability to negotiate partnerships on favourable terms, and user acceptance of the improved UI.  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: expansion of the Killi application outside of North America; introduction of an additional third-party research engine in the Killi application; increasing ARPU for Killi; addition of incentivized video modules to the Killi application; improvement of the Killi UI; improvement of the engagement and user retention; securing an international data distribution deal; expansion of Freckle’s global presence; securing additional partnerships in Q4; quarter over quarter revenue growth in Q4; sustaining current recurring revenue; building Killi into a legal global DTC application for Data Privacy; and, improving key data metrics. Although management of the Corporation 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 Corporation 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. The securities of the Corporation 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 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.