Freckle Engages Sophic Capital Inc. to Provide Investor Relations Services

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TORONTO, June 20, 2019 /CNW/ - Freckle Ltd. (TSXV: FRKL) (the "Corporation") is pleased to announce that it has entered into an agreement (the "Agreement") with Sophic Capital Inc. ("Sophic") dated June 18, 2019, pursuant to which it has retained Sophic to provide investor relations services to the Corporation in compliance with regulatory guidelines. Sophic will work closely with Freckle to, among other things, develop investor communication plans, investor presentations, and relationships with sell-side analysts and firms and buy-side investors (collectively, the "Services").

Sophic is a Toronto-based firm which provides capital markets advisory services to help companies reach their growth objectives. Sophic specializes in working with companies approaching periods of significant growth and has a strong background in the technology sector, with close to a decade of sell-side experience. Currently, Sophic holds 250,000 common shares of Freckle.

Pursuant to the Agreement, Sophic has been retained for a term of 12 months at a price of $7,000 per month plus applicable taxes thereon. Freckle has also agreed to reimburse Sophic for reasonable out of pocket expenses incurred in connection with the Services. Freckle will grant 500,000 incentive stock options (the "Options") to Sophic at an exercise price of $0.20, expiring on the earlier of (i) 90 days following termination of the Agreement and (ii) June 17, 2022. The Options will vest over 12 months, with 25% vesting every 3 months from the date of issuance.

Freckle may terminate the Agreement, without cause, on or before September 17, 2019. The Agreement is subject to the approval of the TSX Venture Exchange.

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.

For more information, please visit freckleiot.com.

FRECKLE LTD.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) 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, 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 success of Sophic. 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.

The securities of the Corporation 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.

SOURCE Freckle Ltd.

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