Freckle Announces Non-Brokered Private Placement

/NOT FOR DISSEMINATION IN THE UNITED STATES. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES SECURITIES LAW/

TORONTO, May 19, 2020 /CNW/ - Freckle Ltd. (the "Company" or "Killi") (TSXV: MYID) is pleased to announce that it intends to complete a non-brokered private placement of up to 40,000,000 units (each, a "Unit") of the Company at a price of $0.025 per Unit for aggregate gross proceeds of up to $1,000,000 (the "Offering"). Each Unit will consist of one common share (each, a "Common Share" and collectively, the "Common Shares") in the capital of the Company and one common share purchase warrant (each, a "Warrant" and collectively, the "Warrants") of the Company. Each Warrant will entitle the holder thereof to acquire one Common Share at an exercise price of $0.05 per Common Share for a period of 18 months from the date of issuance thereof.

If during the exercise period of the Warrants, the Common Shares trade at or above a volume weighted average trading price of $0.08 per Common Share for 20 consecutive trading days, the Company may accelerate the expiry time of the Warrants to 30 days from the date on which the Company provides written notice to the holders of the Warrants.

No commissions or fees will be payable in connection with this Offering. The net proceeds of the Offering will be used for general working capital requirements.

The Offering is expected to close on or about May 22, 2020, and is subject to all regulatory approvals including the approval of the TSX Venture Exchange. All securities issued pursuant to the Offering will be subject to a hold period of four months plus one day from the date of issuance thereof in accordance with applicable securities laws.

To demonstrate continued support of the Company's growth plans, insiders of the Company, including certain directors and officers, plan to participate in the Offering. Such participation is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The related party transaction will be exempt from minority approval, information circular and formal valuation requirements pursuant to the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101, as neither the fair market value of the gross securities to be issued under the Offering nor the consideration to be paid by the insiders exceeds 25% of the Company's market capitalization.

This press release is not an offer of the Company's Units, Common Shares or Warrants (the "Securities") for sale in the United States. The Securities may not be offered or sold in the United States absent registration or an exemption from registration under U.S. Securities Act of 1933, as amended (the U.S. Securities Act"). The Company has not registered and will not register the Securities under the U.S. Securities Act of 1933, as amended. The Company does not intend to engage in a public offering of shares in the United States.

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 these Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Freckle Ltd

Killi (killi.io) is a consumer identity product, available in five countries, that allows individuals to take back control of their digital 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 companies and be compensated directly in cash for its use.

Download Killi™ here.

For more information, please visit killi.io.

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.

Forward Looking and Other Cautionary Statements

This news release may contain "forward-looking statements" within the meaning of applicable securities laws, including, but not limited to, the Company's financing plans, the securities offered in the connection with the Offering, the proposed use of proceeds therefrom, and other expected effects of the Offering. Forward-looking statements may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the aggregate amount of Units sold pursuant to the Offering, the dilution arising from the Offering, the Company may not receive final approval from the TSX Venture Exchange with respect to the Offering, the uncertainty surrounding the spread of COVID-19 and the impact it will have on the Company's operations and economic activity in general, and the risks and uncertainties discussed in our most recent annual and quarterly reports filed with the Canadian securities regulators and available on the Company's profile on SEDAR at www.sedar.com, which risks and uncertainties are incorporated herein by reference. Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by law, the Company does not intend, and undertakes no obligation, to update any forward-looking statements to reflect, in particular, new information or future events.

SOURCE Freckle Ltd.

Andrew Elinesky, CFO, [phone]