Freckle and Knol Announce Closing Of Second Tranche Of Approximately $6.5 Million Private Placement

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VANCOUVER, BRITISH COLUMBIA – April 15, 2019 – Knol Resources Corp. (NEX: NOL.H) (“Knol”) and Freckle I.O.T Ltd (“Freckle” or the “Company”), a global leader in multi-touch, offline advertising attribution, are pleased to jointly announce that they have closed the second tranche of their previously announced private placement offering led by GMP Securities L.P. (“GMP”) and PI Financial Corp. (“PI”) (the “Co-Lead Agents”) and included Canaccord Genuity Corp. and Haywood Securities Inc. (together with the Co-Lead Agents, the “Agents”) for gross proceeds of $1,975,000 (the “Second Tranche”). In total Knol and the Company have raised $6,529,000 (the “Offering”).

In connection with the Second Tranche, Freckle issued 9,625,000 subscription receipts (the “Freckle Subscription Receipts”) and concurrently, Knol issued 250,000 subscription receipts (the “Knol Subscription Receipts”, and together with the Freckle Subscription Receipts, the “Subscription Receipts”). The Subscription Receipts were issued at a price of $0.20 per Subscription Receipt for gross proceeds of $1,975,000.

In connection with the Second Tranche, the Company and Knol have agreed to pay the Agents (i) a cash commission of 7.0% (3.5% for certain president’s list subscribers) of the gross proceeds from the Second Tranche (the “Agency Fee”) and (ii) compensation options (each, a “Compensation Option” and collectively, the “Compensation Options”) equal to 7.0% (3.5% for certain president’s list subscribers) of the number of Subscription Receipts issued under the Second Tranche. Upon and conditional on the satisfaction of the escrow release conditions, each Compensation Option will be exercisable for one common share of the Resulting Issuer (subject to customary adjustments) at an exercise price of $0.20 for a period of 24 months following the date on which the Escrow Release Conditions are met.

All securities issued in connection with the Offering are subject to a statutory hold period. It is anticipated that following completion of the previously announced proposed reverse take-over of Freckle by Knol (the “RTO”), securities underlying the Freckle Subscription Receipts will be free-trading. Securities underlying the Knol Subscription Receipts will be subject to a hold period expiring August 16, 2019.

The net proceeds from the Offering will be used to expand operations globally for the Freckle measurement product, and the Killi solution and for transaction costs, working capital and general corporate purposes.

About Freckle I.O.T. 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 1st party consumer data. Freckle’s technology is used by Fortune 500 brands like McDonald’s, Lexus, Walmart, General Motors, Verizon and AT&T 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” 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. Freckle’s multi-channel offline attribution platform is now powered by the People of Killi, making it the most compliant, highest fidelity data source in the industry.

About Knol Resources Corp.
Knol Resources Corp. is a reporting issuer in British Columbia and Alberta with shares listed on the NEX Board of the TSXV. In accordance with TSXV policy, the Knol’s shares are currently halted from trading. Trading will resume upon a successful closing of the RTO.

Completion of this RTO is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to TSXV requirements, majority of the minority shareholder approval. Where applicable, the RTO cannot close until the required shareholder approval is obtained. There can be no assurance that the RTO will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement or Management Information Circular to be prepared in connection with the RTO, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon. Trading in the securities of Knol should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed RTO and has neither approved nor disapproved the contents of this news release.

KNOL RESOURCES CORP.

FOR FURTHER INFORMATION PLEASE CONTACT:

Michael Atkinson

President & CEO of Knol Resources Corp.

(604) 689-1428

FRECKLE I.O.T. LTD.

FOR FURTHER INFORMATION PLEASE CONTACT:

Neil Sweeney

CEO & Founder of Freckle I.O.T. Ltd.

(416) 602-5564

 

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The securities of Knol have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement. 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 the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION: This news release includes certain “forward-looking statements” under applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to: the terms and conditions of the proposed transaction and the business and operations of the Resulting Issuer after the proposed transaction. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; delay or failure to receive board, shareholder or regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Knol disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.