12:47:06 EDT Thu 28 Mar 2024
Enter Symbol
or Name
USA
CA



Knol Resources Corp
Symbol NOL
Shares Issued 55,686,470
Close 2019-01-10 C$ 0.06
Market Cap C$ 3,341,188
Recent Sedar Documents

Knol enters definitive agreement for Freckle RTO

2019-04-30 12:12 ET - News Release

Mr. Michael Atkinson reports

KNOL RESOURCES CORP. ANNOUNCES ENTRY INTO DEFINITIVE AGREEMENT WITH FRECKLE I.O.T. LTD. IN CONNECTION WITH REVERSE TAKE-OVER transaction

Knol Resources Corp. has entered into a definitive agreement dated effective April 29, 2019, among Knol, 2690134 Ontario Inc. (Subco, a wholly owned subsidiary of Knol, incorporated for the purpose of completing the transaction) and Freckle IOT Ltd., a global leader in multitouch, off-line advertising attribution, pursuant to which Knol has agreed to acquire all the shares of Freckle by way of a three-cornered amalgamation between Knol, Freckle and Subco under the Business Corporations Act (Ontario).

The transaction

It is intended that in connection with the transaction, Knol will consolidate its common shares on a 1:2.2278588 basis and change its name to Freckle Ltd. or such other similar name to be determined by the parties. Pursuant to the amalgamation agreement, the shareholders of Freckle will receive one common share of the resulting issuer for each common share of Freckle held on the closing date of the transaction. As a result, Freckle will become a wholly owned subsidiary of Knol and the sole business of Knol will be the current business of Freckle. Current shareholders of Knol are expected to own approximately 11.55 per cent of the resulting issuer. The resulting issuer shares will be listed on the TSX Venture Exchange as a Tier 1 or Tier 2 issuer.

The transaction will constitute a reverse takeover transaction pursuant to Policy 5.2 Change of Business and Reverse Takeovers of the TSX-V. The completion of the transaction will also constitute a reactivation for Knol as a company listed on the NEX board of the TSX-V, and will be subject to the RTO policy. In accordance with the RTO policy, because (i) Knol is an inactive issuer listed on the NEX, (ii) Knol is not subject to a cease trade order and will not be suspended from trading upon completion of the transaction, and (iii) the transaction is an arm's-length transaction, the transaction will not be subject to the approval of the Knol shareholders. Knol will seek shareholder approval for the proposed share consolidation and name change at a general meeting to be held on May 29, 2019, and will also seek shareholder approval to continue the jurisdiction of incorporation from Alberta to Ontario. In accordance with the policies of the TSX-V, Knol's shares are currently halted from trading and will remain halted until further notice.

Freckle will seek shareholder approval for the transaction at an annual and general meeting of Freckle shareholders to be held in early June, 2019.

Terms of the transaction

It is anticipated that the completion of the transaction will involve, among other things, the following steps:

  • The outstanding common shares of Knol will be consolidated on a 1:2.2278588 basis, so that there will be approximately 25 million Knol common shares, and options to purchase 583,519 Knol common shares, outstanding immediately prior to the amalgamation;
  • The name of Knol will be changed to Freckle Ltd.;
  • Freckle and Subco will amalgamate, with the amalgamated company being a wholly owned subsidiary of Knol;
  • Each outstanding Freckle share on the date of closing will be exchanged for one resulting issuer share, and accordingly in connection with the amalgamation, the 163,376,977 Freckle shares outstanding immediately prior to the amalgamation will be cancelled, and the holders of Freckle shares will receive one resulting issuer share for each one Freckle share held;
  • 23,620,977 Freckle warrants will be exchanged for warrants of the resulting issuer entitling the holders to purchase up to 23,620,977 resulting issuer shares;
  • Options to acquire up to 5,703,000 Freckle shares will be terminated and holders of such options will receive replacement options to acquire up to 5,703,000 resulting issuer shares;
  • The board of directors of the resulting issuer will be reconstituted to comprise Neil Sweeney, Robert Fernicola, John Farlinger, Kevin Shea and Michael Atkinson; and
  • The board of directors will appoint new officers of the resulting issuer, who are expected to be Mr. Sweeney, president and chief executive officer, Sean Homuth, chief financial officer, Brad Marks, senior vice-president, and Anthony Tsigourakos, chief revenue officer.

As of the date hereof, there are 55,686,470 Knol shares issued and outstanding (or approximately 25 million Knol shares on a postconsolidation basis) and options to acquire up to two million Knol shares (or approximately 897,722 Knol shares on a postconsolidation basis). Certain of the resulting issuer shares issuable pursuant to the transaction will be subject to the escrow requirements of the TSX-V or hold periods as required by applicable securities laws.

Completion of the transaction will be subject to certain conditions, including:

  • Knol shareholders having approved the consolidation and name change;
  • Freckle shareholders having approved the transaction;
  • Receipt of all required regulatory approvals, including TSX-V approval, and compliance with all applicable regulatory requirements and conditions necessary to complete the transaction;
  • A concurrent private placement for aggregate gross proceeds of up to $6,529,000 being completed by Knol and Freckle;
  • Certain principals and shareholders of Freckle having entered into escrow agreements as required by the TSX-V and having delivered such documents as required by the TSX-V;
  • The working capital of Knol being at minimum $3.05-million;
  • Other standard closing conditions, including there being no material adverse change in the business of Knol or Freckle, the representations and warranties of the parties in the amalgamation agreement remaining true and correct as of the closing of the transaction, there being no legal proceedings or regulatory actions or proceedings as of the closing of the transaction which may have a material adverse effect on Knol or Freckle, and there being no inquiry or investigation in relation to Knol, Freckle or their respective directors or officers of any applicable securities commission or the TSX-V which could have a material adverse effect on Knol or Freckle.

As previously announced in news releases of Knol on March 29, 2019, and April 15, 2019, the concurrent financing has been completed.

General

In accordance with TSX-V policy, the Knol shares are currently halted from trading. Trading will resume upon a successful closing of the transaction.

All information contained in this news release with respect to Freckle was supplied by Freckle for inclusion herein, and Knol and its directors and officers have relied on Freckle for any such information.

About Knol Resources Corp.

Knol is a reporting issuer in British Columbia and Alberta. As at Dec. 31, 2018, Knol had 55,696,470 common shares outstanding, approximately $3.4-million in assets (principally cash and cash equivalents) and approximately $32,000 in liabilities.

About Freckle IOT Ltd.

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. 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.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.