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Knol Resources Corp. Announces Entry into Definitive Agreement with Freckle I.O.T. Ltd. in Connection with Reverse Take-Over Transaction
Vancouver, British Columbia--(Newsfile Corp. - April 30, 2019) - Knol Resources Corp. (NEX: NO...
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[{"type":"text","content":"Knol Resources Corp. Announces Entry into Definitive Agreement with Freckle I.O.T. Ltd. in Connection with Reverse Take-Over TransactionVancouver, British Columbia--(Newsfile Corp. - April 30, 2019) - Knol Resources Corp. (NEX: NOL.H) (\"Knol\") is pleased to announce that, further to its news releases of January 16, 2019 and March 27, 2019, it has entered into a definitive agreement dated effective April 29, 2019 (the \"Amalgamation Agreement\") among Knol, 2690134 Ontario Inc. (\"Subco\") (a wholly owned subsidiary of Knol incorporated for the purposes of completing the Transaction (as defined below)) and Freckle I.O.T Ltd. (\"Freckle\"), a global leader in multi-touch, offline advertising attribution, pursuant to which Knol has agreed to acquire all the shares of Freckle by way of a three-cornered amalgamation (the \"Transaction\") between Knol, Freckle and Subco under the Business Corporations Act (Ontario). The TransactionIt is intended that in connection with the Transaction, Knol will consolidate its common shares (the \"Knol Shares\") on a 2.2278588:1 basis and change its name to \"Freckle Ltd.\" or such other similar name to be determined by the parties (the \"Resulting Issuer\"). Pursuant to the Amalgamation Agreement, the shareholders of Freckle will receive one common share of the Resulting Issuer (each, a \"Resulting Issuer Share\") for each common share of Freckle (each, a \"Freckle Share\") held on the closing date of the Transaction. As a result, Freckle will become a wholly-owned subsidiary of Knol and the sole business of Knol will be the current business of Freckle. Current shareholders of Knol are expected to own approximately 11.55% of the Resulting Issuer. The Resulting Issuer Shares will be listed on the TSX Venture Exchange (the \"TSXV\") as a Tier 1 or Tier 2 issuer. The Transaction will constitute a reverse takeover transaction pursuant to Policy 5.2 Change of Business and Reverse Takeovers (the \"RTO Policy\") of the TSXV. The completion of the Transaction will also constitute a \"Reactivation\" for Knol as a company listed on the NEX Board of the TSXV, and will be subject to the RTO Policy. In accordance with the RTO Policy, because (i) Knol is an inactive issuer listed on the NEX, (ii) Knol is not subject to a cease trade order and will not be suspended from trading upon completion of the Transaction...