Mr. Michael Atkinson reports

KNOL RESOURCES CORP. ANNOUNCES LETTER OF INTENT FOR A PROPOSED REVERSE TAKEOVER TRANSACTION WITH FRECKLE IOT LTD.

On Dec. 31, 2018, Knol Resources Corp. entered into a non-binding letter of intent (LOI) with Freckle IoT Ltd., a global leader in multitouch, off-line 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 and the listing for trading of the securities of the resulting issuer on the TSX Venture Exchange.

Highlights:

• 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.
• Freckle's off-line 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.
• Freckle's identity product, Killi, is a consumer-facing application built on 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.

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, pursuant to Section 2.3 of TSX-V Policy 5.2 -- Change of Business and Reverse Takeovers.

About Freckle IoT 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 first 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, which 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 multichannel, off-line attribution platform is now powered by the people of Killi, making it the most compliant, highest-fidelity data source in the industry.

Brokered financing

In connection with the proposed transaction, GMP Securities LP has been appointed as lead agent, for and on behalf of Freckle, to sell, on a best efforts private placement basis, subscription receipts of Freckle for up to $6.5-million. 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 Resources, a subsidiary of Knol Resources and Freckle, or such other structure as determined by the parties. The completion of the proposed transaction will constitute a "reactivation" for Knol Resources as a company listed on the NEX board of the TSX-V. The completion of the proposed transaction will be subject to the RTO policy. The completion of the proposed transaction will require, and be conditional upon, the approval of the TSX-V, completion of a definitive agreement, completion of the offering and shareholder approval of Freckle as well as Knol Resources, if required.

Upon closing of the proposed transaction, the company will, among other things: (i) change its name to Freckle, or such other name as may be selected by Freckle and confirmed by Knol Resources; (ii) consolidate its common share capital, on a basis to be agreed upon in the definitive agreement; (iii) Freckle will become a wholly owned subsidiary of Knol Resources and the sole business of Knol Resources will be the current business of Freckle; (iv) Knol Resources' board of directors will comprise five persons, one nominated by Knol Resources and four nominated by Freckle; and (v) the common shares of the resulting issuer will be listed on the TSX-V as a Tier 1 or Tier 2 issuer. Current shareholders of Knol Resources are expected to own an approximate 12 per cent in the resulting issuer, assuming completion of the offering.

Mr. 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 TSX-V, Knol Resources' shares are currently halted from trading and will remain halted until further notice.

We seek Safe Harbor.