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Knol Resources Corp. Provides Update to Previously Announced Reverse Take-over

Vancouver, British Columbia--(Newsfile Corp. - March 27, 2019) - Knol Resources Corp. (TSXV: N...

articleReklaim LtdMarch 27, 20193/company/reklaim-ltd/news/knol-resources-corp-provides-update-to-previously-announced-reverse-take-over
Knol Resources Corp. Provides Update to Previously Announced Reverse Take-over

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[{"type":"text","content":"Knol Resources Corp. Provides Update to Previously Announced Reverse Take-overVancouver, British Columbia--(Newsfile Corp. - March 27, 2019) - Knol Resources Corp. (TSXV: NOL.H) (\"Knol\") is pleased to provide the following update with respect to its previously announced agreement to complete a reverse take-over with Freckle I.O.T Ltd. (\"Freckle\" or the \"Company\"), a global leader in multi-touch, offline advertising attribution. The reverse take-over will be structured as a three-cornered amalgamation (the \"Transaction\") under the Business Corporations Act (Ontario). The TransactionOnce the Transaction closes, Freckle will become a wholly-owned subsidiary of Knol and it is intended that Knol will change its name to \"Freckle Ltd.\" or such other similar name to be determined by the parties (the \"Resulting Issuer\"). It is further intended that Knol will consolidate its common shares on a 2.2:1 basis and Freckle will become a wholly-owned subsidiary of Knol and the sole business of Knol will be the current business of Freckle. The board of directors of Knol will be comprised of five persons, one nominated by Knol and four nominated by Freckle. The security holders of Freckle will receive securities of Knol and the common shares 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. Current shareholders of Knol are expected to own approximately 12% of the Resulting Issuer assuming completion of the concurrent Offering (as hereinafter defined). 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 constitute a \"Reactivation\" for Knol as a company listed on the NEX Board of the TSXV, and will be subject to the RTO Policy. The completion of the Transaction will be conditional upon the approval of the TSXV, entering into a business combination agreement, completion of the Offering and receipt of shareholder approval of Freckle. 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, and (iii) the Transaction is an arms-length transacti...

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