Mr. Steve Levely reports

ACKROO PROVIDES UPDATE ON VOTING PROCESS FOR MEETING

Ackroo Inc. has provided an update on the calculation of the requisite minority approval of the statutory plan of arrangement pursuant to Section 192 of the Canada Business Corporations Act at its coming annual general and special meeting of shareholders scheduled to be held on Feb. 24, 2025. The company has filed on SEDAR+ under its corporate profile and mailed to its shareholders a notice of meeting and management information circular dated Jan. 24, 2025.

As previously announced (see news release dated Dec. 13, 2024), for the arrangement to become effective, the arrangement must first be approved at the meeting by the affirmative vote of: (i) at least two-thirds (66-2/3ds per cent) of the votes cast on the special resolution in respect of the arrangement by shareholders present in person or represented by proxy; and (ii) a majority (50 per cent plus one) of the votes cast by shareholders in person or represented by proxy, excluding the votes cast in respect of common shares of the company held by certain interested or related parties or joint actors of Ackroo in accordance with the minority approval requirements of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions).

To ensure fair treatment among securityholders and to align with the requirements of MI 61-101, the votes cast in respect of the common shares held by Mr. Bergeron-Bellanger, Mr. Clare and Mr. French, each a director of the company, and their respective joint actors, as applicable, will be excluded from the minority approval, in addition to those votes cast in respect of common shares held by certain shareholders as outlined in the circular. Mr. Bergeron-Bellanger, Mr. Clare and Mr. French and their respective joint actors hold in the aggregate approximately 8.6 per cent of the issued and outstanding common shares as of the date of the circular.

The company is also announcing it has waived the proxy cut-off time in respect of the meeting. Proxies will be accepted up to the commencement of the meeting on Feb. 24, 2025, at 10 a.m. Eastern Time, in person at 1250 South Service Rd., Unit A3-1 (third floor), Stoney Creek, Ont., Canada.

About Ackroo Inc.

As an industry consolidator, Ackroo acquires, integrates and manages gift card, loyalty marketing, payment and point-of-sale solutions used by merchants of all sizes. Ackroo's self-serve, data-driven, cloud-based marketing platform helps merchants in-store and on-line process and manage loyalty, gift card and promotional transactions at the point-of-sale. Ackroo's acquisition of payment ISOs affords Ackroo the ability to resell payment processing solutions to a growing merchant base through some of the world's largest payment technology and service providers. As a third revenue stream, Ackroo has acquired certain custom software products, including hybrid management and point-of-sale solutions that help manage and optimize the general operations for niche industries, including automotive dealers and more. All solutions are focused on helping to consolidate, simplify and improve the merchant marketing, payments and point-of sale ecosystem for their clients. Ackroo is headquartered in Hamilton, Ont., Canada.

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