Vancouver, British Columbia--(Newsfile Corp. - May 29, 2019) - Knol Resources Corp. (TSXV: NOL.H) (the "Company" or "Knol") is pleased to report that all proposed resolutions set out in the Company's Information Circular dated April 24, 2019, were passed at the Annual and Special Meeting of Shareholders held on May 29,2019 (the "Meeting").
The Company and Freckle I.O.T. Ltd. ("Freckle") are proceeding with completing the previously announced business combination between the Corporation and Freckle by way of a reverse take-over of the Corporation (the "RTO"). The RTO is to be completed pursuant to TSX Venture Exchange (the "Exchange") Policy 5.2 - Changes of Business and Reverse Takeovers, and it is anticipated that the completion of the RTO will constitute a "Reactivation" for the Corporation as a company listed on the Exchange. Completion of the RTO is conditional upon Exchange approval. Pursuant to Exchange Policy 5.2, Shareholder approval of the RTO was not required.
At the Meeting shareholders approved: (i) the election of Michael Atkinson, Mark Vanry, John Downes, and Scott McLean to the Board (who will hold office until completion of the RTO); (ii) the increase of the number of directors to five upon completion of the RTO; (iii) the re-appointment of Deloitte LLP, Chartered Professional Accountants, as auditor of the Company; (iv) the re-approval of the Company's 10% rolling stock option plan; (v) the change of the name of the Company to "Freckle Ltd."; (vi) the consolidation of the outstanding shares of the Company on a 2.2278588 old share for one new share basis; and (vii) the continuation of the Company from Alberta to Ontario.
The Company has been advised that the Freckle shareholders have approved the proposed business combination with the Company.
In accordance with the policies of the TSXV, Knol's shares are currently halted from trading and will remain halted until further notice.
Knol Resources Corp.
Michael Atkinson
President and Chief Executive Officer
Phone: (604) 689-1428
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.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Knol should be considered highly speculative.
The TSX Venture Exchange Inc. 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 completion of the RTO, the listing of the shares of Company on the TSXV and the anticipated business plan of the Company subsequent to completion of the RTO. Although management of the Company 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 Company 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.
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