TORONTO, April 23, 2020 /CNW/ - 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:
- 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.
- 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").
- 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.
- To approve certain amendments to the Company's existing stock
option plan (the "Option Plan Amendments"), as more
particularly described in the Circular.
- 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.
About Freckle Ltd.
The Company'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 it here.
Freckle IoT, via its data and offline measurement products,
allows leading brands and platforms to measure the effectiveness of
their advertising by independently matching media spend to in-store
visitation while remaining media agnostic.
For more information, please visit freckleiot.com
/ killi.io
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 contains "forward-looking information" which
may include, but is not limited to, information with respect to the
activities, events or developments that the Company expects or
anticipates will or may occur in the future. Such forward-looking
information is often, but not always, identified by the use of
words and phrases such as "plans," "expects," "is expected,"
"budget," "scheduled," "estimates," "forecasts," "intends,"
"anticipates," or "believes" or variations (including negative
variations) of such words and phrases, or state that certain
actions, events or results "may," "could," "would," "might" or
"will" be taken, occur or be achieved. Such forward-looking
information includes, among other things, information regarding:
expectations regarding the approval of the Transaction, the Name
Change, the Consolidation, the Option Plan Amendments and the
Repricing; if approved, the effect that the Transaction, the Name
Change, the Consolidation, the Option Plan Amendments and the
Repricing will have on the business and operations of the Company;
the ability of the Company to successfully achieve its business
objectives; and expectations for other economic, business,
and/or competitive factors.
Investors are cautioned that forward-looking information is not
based on historical facts but instead reflects management's
expectations, estimates or projections concerning future results or
events based on the opinions, assumptions and estimates of
management considered reasonable at the date the statements are
made. Although the Company believes that the expectations reflected
in such forward-looking information are reasonable, such
information involves risks and uncertainties, and undue reliance
should not be placed on such information, as unknown or
unpredictable factors could have material adverse effects on future
results, performance or achievements of the Company. Among the key
factors that could cause actual results to differ materially from
those projected in the forward-looking information are the
following: the Company's shareholders may not approve and the TSXV
may not grant final approval of the Transaction, the Name Change,
the Consolidation, the Option Plan Amendments and the Repricing;
the potential impact of the announcement or consummation of the
Transaction, the Name Change, the Consolidation, the Option Plan
Amendments and the Repricing on relationships with regulatory
bodies, employees, suppliers, customers and competitors; and
changes in general economic, business and political conditions,
including changes in the financial markets caused by COVID-19. This
forward-looking information may be affected by risks and
uncertainties in the business of the Company and market conditions.
This information is qualified in its entirety by cautionary
statements and risk factor disclosure contained in filings made by
the Company with the Canadian securities regulators, including but
not limited to, the Company's audited financial statements and
related MD&A for the financial year ended December 31, 2019 filed with the securities
regulatory authorities in certain provinces of Canada and available under the Company's
profile on SEDAR at www.sedar.com.
Should one or more of these risks or uncertainties materialize,
or should assumptions underlying the forward-looking information
prove incorrect, actual results may vary materially from those
described herein as intended, planned, anticipated, believed,
estimated or expected. Although the Company has attempted to
identify important risks, uncertainties and factors which could
cause actual results to differ materially, there may be others that
cause results not to be as anticipated, estimated or intended. The
Company does not intend, and does not assume any obligation, to
update this forward-looking information except as otherwise
required by applicable law.
SOURCE Freckle Ltd.