Knol Resources Inc. Completes Continuance, Name Change and Consolidation, Files Filing Statement and Completes Reverse Takeover Transaction With Freckle I.O.T. Ltd..

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VANCOUVER, BRITISH COLUMBIA, June 17, 2019 – Knol Resources Corp. (NEX: NOL.H) (the “Corporation”) and Freckle I.O.T. Ltd. (“Freckle”), are pleased to announce that Knol continued to Ontario and changed its name to Freckle Ltd. effective June 13, 2019, consolidated the outstanding class A common shares of the Corporation on the basis of one (1) post-consolidation common share for every 2.2278588 pre-consolidation common shares (the “Consolidation”), and completed the previously announced business combination between the Corporation and Freckle (the “Transaction”).

No fractional shares shall be issued as a result of the Consolidation, and if any fractional share would otherwise result from the Consolidation, such fractional share shall be rounded down to the nearest whole share. A letter of transmittal has been sent to shareholders with instructions on how to exchange their pre-consolidation shares for new shares in the Corporation.

The Corporation filed a filing statement dated June 13, 2019 (the “Filing Statement”) in connection with the Transaction on SEDAR and may be viewed under the Corporation’s profile at www.sedar.com. For further details on the Transaction, please see the Corporation’s news release dated April 30, 2019.

The Transaction
The Corporation is also pleased to announce that it has received conditional approval of the TSX Venture Exchange (the “Exchange”) to complete the Transaction. The Transaction, constitutes a Reverse Takeover pursuant to Policy 5.2 – Changes of Business and Reverse Takeovers of the Exchange. Completion of the Transaction remains subject to final approval of the Exchange. With the completion of the Transaction, the Corporation expects its Class A common shares to commence trading on the Exchange under its new name, Freckle Ltd. and its new symbol, FRKL, after the Exchange’s conditions for listing are satisfied and the Exchange issues its final exchange bulletin confirming the completion of the Transaction.

In connection with the completion of the Transaction, the Corporation is pleased to announce its board of directors as follows: Neil Sweeney, John Farlinger, Kevin Shea, Robert Fernicola and Michael Atkinson. In addition, the Company is pleased to announce its executive management team as follows:

  • Neil Sweeney, Chairman and Chief Executive Officer;
  • Sean Homuth, Chief Financial Officer;
  • Anthony Tsigourakos, Chief Revenue Officer; and
  • Brad Marks, Senior Vice President Product.

“Completing the TSXV listing is a key milestone for Freckle, as we strive to become a leading multi-channel offline attribution platform,” said Neil Sweeney, Chairman and CEO of the Corporation.
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About Freckle
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, 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.

FRECKLE LTD.

FOR FURTHER INFORMATION, PLEASE CONTACT:
Neil Sweeney
President & CEO
(647) 360-3691
neil@freckleiot.com

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

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

DISCLAIMER FOR FORWARD-LOOKING INFORMATION Certain statements in this press release are forward-looking statements and are prospective in nature. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements, including: the receipt of all necessary regulatory approvals, the ability to conclude the proposed Transaction, capital expenditures and other costs, and financing and additional capital requirements. These statements generally can be identified by the use of forward-looking words such as “may”, “should”, “will”, “could”, “intend”, “estimate”, “plan”, “anticipate”, “expect”, “believe’’ or “continue”, or the negative thereof or similar variations. Forward-looking statements in this news release include statements regarding the listing of the shares of Corporation on the Exchange and the anticipated business plan of the Corporation subsequent to completion of the Transaction. Although management of the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 and forward-looking information. The Corporation assumed no obligation to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except as required by applicable securities laws.