Freckle Enters into Definitive Agreement for Divesture of its Freckle Offline Attribution and Data Business to PlaceIQ

• The Company will now focus on Killi™, a product that allows consumers to take back control of their data and be compensated directly for its use.
•  Freckle Ltd. to rebrand as Killi Inc.

TORONTO, April 6, 2020 /CNW/ - Freckle Ltd. (the "Company") (TSXV: FRKL) is pleased to announce that on April 3, 2020 its wholly owned subsidiary Freckle IoT Ltd. (the "Freckle IoT") has entered into a definitive asset purchase agreement (the "Agreement") with PlaceIQ, Inc. ("PlaceIQ") for the sale of all of the assets (the "Purchased Assets") of Freckle IoT's offline attribution and data business (the "Transaction") for cash consideration of up to US$4,000,000 (the "Purchase Price"). No Killi™ assets are included in the Transaction.

Pursuant to the Agreement, the Purchase Price will be paid as follows:

• Revenue milestone payments: PlaceIQ will make certain milestone payments of up to US$900,000 based upon achievement of milestones related to revenue derived from the Purchased Assets during the one year period commencing on April 1, 2020 (the "Milestone Payments").
  
  
• Revenue sharing payments: PlaceIQ will pay, on a quarterly basis, for a period of two years commencing on April 1, 2020: (i) 30% of the revenue it derives from certain current customer accounts (acquired from Freckle IoT) in such calendar quarter and (ii) 3% of the revenue it derives from certain new customer accounts generated by employees transferred from Freckle IoT to PlaceIQ in connection with the Transaction (collectively, the "Revenue Sharing Payments"), to a maximum of US$4,000,000 less any Milestone Payments.

In connection with the Transaction, Freckle IoT and PlaceIQ will enter into a transition services agreement, under which Freckle IoT will provide certain services to PlaceIQ for a minimum period of thirty days, subject to any extension, following the closing of the Transaction.

With the Company's primary focus on growing its business around Killi™, its consumer consent management product, through which users are able to amalgamate and sell their first-party data, Freckle IoT's offline attribution business is no longer core to the Company's growth strategy. The Transaction will allow the Company to focus all of its time and energy on Killi™. Assuming the milestones are met and the Revenue Sharing Payments are made, the Company plans to deploy the proceeds of the Transaction to accelerate the continuing expansion and development of Killi™.

The Company and Freckle IoT value the Purchased Assets at approximately US$4,000,000, however an independent valuation was not conducted in connection with this valuation. The board of directors of the Company (the "Board") has determined that the Transaction is in the best interest of the Company and its shareholders and unanimously recommends that shareholders of the Company vote in favour of the Transaction.

The Transaction is an arm's length transaction and there are no finder's fees payable in connection with the Transaction.

Shareholder Approval for the Transaction & Name Change

Pursuant to applicable law, the Transaction and the name change from Freckle Ltd. to Killi Inc. will require the approval of 66 2/3 percent of votes cast by shareholders of the Company at a special shareholders meeting (the "Special Meeting"). The Company will issue a news release in due course fixing the record date and announcing the date, time and location of the Special Meeting to approve the transactions contemplated herein.

In addition to shareholder approval, the Transaction is subject to applicable regulatory approvals including TSX Venture Exchange ("TSXV") approval and the satisfaction of certain other customary closing conditions in transactions of this nature.

In light of the conditions caused by the spread of COVID-19 and after careful consideration, the Company has decided to hold the Special Meeting through virtual means in order to best protect its shareholders and to provide shareholders with a forum to communicate with the Board at the Special Meeting. Further information regarding the Special Meeting and the Transaction will be included in the Company's management information circular (the "Circular") which is expected to be mailed to shareholders in early April 2020 and in the Agreement which will be filed under the Company's profile on SEDAR at www.sedar.com. The Circular will provide greater details about the Transaction and will include a copy of the Agreement as a schedule thereto.

Assuming shareholder approval is obtained and all other conditions to the Agreement are satisfied or waived, the Transaction is expected to close on or about the end May 2020.

About Freckle Ltd.

The Company's consumer identity mobile application "Killi™" (killi.io) allows consumers 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, as well as answer specific surveys, and be compensated directly for these answers.  Download it here.

Freckle IoT, via its data and offline measurement products, allows leading brands and platforms to measure the effectiveness of their advertising by independently matching media spend to in-store visitation while remaining media agnostic.

For more information, please visit freckleiot.com / killi.io

About PlaceIQ Inc.

PlaceIQ is a leading data and technology provider that powers critical business and marketing decisions with location data, analytics, and insights. An early industry pioneer, PlaceIQ has become the standard for fueling better outcomes for marketers, analysts and publishers through powerful, location-based consumer insights, real-world measurement, and attribution. With PlaceIQ, companies can uncover opportunities within the consumer journey by learning about and connecting with location-based audiences, measuring real-world ROI and applying insights that drive intelligent marketing and successful business outcomes. The company is headquartered in New York City and has offices in Chicago, Detroit, Silicon Valley and Los Angeles. For more information, visit www.placeiq.com. Follow us on Twitter @PlaceIQ and like us on Facebook: PlaceIQ.

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 contains "forward-looking information" which may include, but is not limited to, information with respect to the activities, events or developments that the Company expects or anticipates will or may occur in the future. Such forward-looking information is often, but not always, identified by the use of words and phrases such as "plans," "expects," "is expected," "budget," "scheduled," "estimates," "forecasts," "intends," "anticipates," or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may," "could," "would," "might" or "will" be taken, occur or be achieved. Such forward-looking information includes, among other things, information regarding: expectations regarding whether the proposed Transaction will be consummated, including whether conditions to the consummation of the Transaction will be satisfied, or the timing for completing the Transaction; expectations for the effects of the Transaction; whether PlaceIQ will be able to make the Milestone Payments and Revenue Sharing Payments or the ability of the Company to successfully achieve its business objectives; and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical facts but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Company. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Transaction; the ability to obtain requisite regulatory and shareholder approval and the satisfaction of other conditions to the consummation of the Transaction on the proposed terms and schedule; the potential impact of the Transaction on the business of the Company; the ability of PlaceIQ to make the Milestone and Revenue Sharing Payments; the potential impact of the announcement or consummation of the Transaction on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; and changes in general economic, business and political conditions, including changes in the financial markets caused by COVID-19. This forward-looking information may be affected by risks and uncertainties in the business of the Company and market conditions. This information is qualified in its entirety by cautionary statements and risk factor disclosure contained in filings made by the Company with the Canadian securities regulators, including but limited to, the Company's audited financial statements and related MD&A for the financial year ended December 31, 2019 filed with the securities regulatory authorities in certain provinces of Canada and available under the Company's profile on SEDAR at www.sedar.com.

Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although the Company has attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The Company does not intend, and does not assume any obligation, to update this forward-looking information except as otherwise required by applicable law.

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 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.

Andrew Elinesky, CFO, [phone], [email protected]