/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW/
TORONTO, May 19, 2020 /CNW/ - Freckle
Ltd. (the "Company" or "Killi") (TSXV: MYID) is
pleased to announce that it intends to complete a non-brokered
private placement of up to 40,000,000 units (each, a "Unit")
of the Company at a price of $0.025
per Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each Unit
will consist of one common share (each, a "Common Share" and
collectively, the "Common Shares") in the capital of the
Company and one common share purchase warrant (each, a
"Warrant" and collectively, the "Warrants") of the
Company. Each Warrant will entitle the holder thereof to acquire
one Common Share at an exercise price of $0.05 per Common Share for a period of 18 months
from the date of issuance thereof.
If during the exercise period of the Warrants, the Common Shares
trade at or above a volume weighted average trading price of
$0.08 per Common Share for 20
consecutive trading days, the Company may accelerate the expiry
time of the Warrants to 30 days from the date on which the Company
provides written notice to the holders of the Warrants.
No commissions or fees will be payable in connection with this
Offering. The net proceeds of the Offering will be used for general
working capital requirements.
The Offering is expected to close on or about May 22, 2020, and is subject to all regulatory
approvals including the approval of the TSX Venture Exchange. All
securities issued pursuant to the Offering will be subject to a
hold period of four months plus one day from the date of issuance
thereof in accordance with applicable securities laws.
To demonstrate continued support of the Company's growth plans,
insiders of the Company, including certain directors and officers,
plan to participate in the Offering. Such participation is
considered a related party transaction within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The related
party transaction will be exempt from minority approval,
information circular and formal valuation requirements pursuant to
the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI
61-101, as neither the fair market value of the gross securities to
be issued under the Offering nor the consideration to be paid by
the insiders exceeds 25% of the Company's market
capitalization.
This press release is not an offer of the Company's Units,
Common Shares or Warrants (the "Securities") for sale in
the United States. The Securities
may not be offered or sold in the United
States absent registration or an exemption from registration
under U.S. Securities Act of 1933, as amended (the U.S. Securities
Act"). The Company has not registered and will not register the
Securities under the U.S. Securities Act of 1933, as amended. The
Company does not intend to engage in a public offering of shares in
the United States.
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
these Securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About Freckle Ltd
Killi (killi.io) is a consumer identity product, available in
five countries, that allows individuals 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 and be compensated directly in cash for its
use.
Download Killi™ here.
For more information, please visit 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 may contain "forward-looking statements"
within the meaning of applicable securities laws, including, but
not limited to, the Company's financing plans, the securities
offered in the connection with the Offering, the proposed use of
proceeds therefrom, and other expected effects of the Offering.
Forward-looking statements may generally be identified by the use
of the words "anticipates," "expects," "intends," "plans,"
"should," "could," "would," "may," "will," "believes," "estimates,"
"potential," "target," or "continue" and variations or similar
expressions. These statements are based upon the current
expectations and beliefs of management and are subject to certain
risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
These risks and uncertainties include, but are not limited to, the
aggregate amount of Units sold pursuant to the Offering, the
dilution arising from the Offering, the Company may not receive
final approval from the TSX Venture Exchange with respect to the
Offering, the uncertainty surrounding the spread of COVID-19 and
the impact it will have on the Company's operations and economic
activity in general, and the risks and uncertainties discussed in
our most recent annual and quarterly reports filed with the
Canadian securities regulators and available on the Company's
profile on SEDAR at www.sedar.com, which risks and uncertainties
are incorporated herein by reference. Readers are cautioned not to
place undue reliance on forward-looking statements. Except as
required by law, the Company does not intend, and undertakes no
obligation, to update any forward-looking statements to reflect, in
particular, new information or future events.
SOURCE Freckle Ltd.