Killi Announces Non-Brokered Private Placement, Effecting Previously Approved Share Consolidation and Leadership Updates

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TORONTO, Feb. 25, 2021 /CNW/ - Killi Ltd. (the "Company" or "Killi") (TSXV: MYID) is pleased to announce that it intends to complete a non-brokered private placement of up to 23,076,923 units (each, a "Unit" and collectively, the "Units") of the Company at a price of $0.13 per Unit for aggregate gross proceeds of up to $3,000,000 (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 $0.21 per Common Share for a period of 24 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 $0.30 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 March 5th, 2021, 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 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.

This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and applicable U.S. state securities laws. The Company will not make any public offering of the securities in the United States.  The securities have not been and will not be registered under the U.S. Securities Act.

Share Consolidation

The Company is also pleased to announce that the board of directors of the Company has approved the consolidation of all of the issued and outstanding Common Shares on a ratio of five (5) pre-consolidated shares for one (1) post-consolidated share (the "Consolidation"). The Company currently has 301,021,909 Common Shares issued and outstanding and will have approximately 60,204,381 Commons Shares issued and outstanding after effecting the Consolidation. No fractional shares will be issued on the Consolidation and each fractional share remaining after the Consolidation shall be canceled.

The Consolidation was previously approved by a special resolution of the shareholders of the Company (the "Resolution") at the annual general and special meeting held on May 25, 2020. The Resolution authorized the directors to effect the Consolidation within one year from the date of the Resolution's approval. The effective date of the Consolidation will be the date in the certificate of amendment issued by the Registrar of Corporations of Ontario or such other date indicated in the articles of amendment. The Consolidation will become effective after the closing of the Offering. The Consolidation remains subject to final approval by the TSXV.

Leadership Updates

The Company is also pleased to announce that it has hired Chris Frostad as Chief Financial Officer to replace current Chief Financial Officer Andrew Elinesky, who is leaving to pursue other opportunities.  The Company wishes Andrew well in his future endeavors and thanks him for his continued support of the company including his participation in this private placement.

Throughout his career, Mr. Frostad has been instrumental in the development and building of a variety of high-growth, early stage, public and private companies. He is the President and CEO of Purepoint Uranium Group Inc. (TSX:V PTU) a uranium exploration company focused on the precision exploration of its projects in the Canadian Athabasca Basin. Mr. Frostad was also a director of Enthusiast Gaming Inc. (TSX:V EGLX), a Canadian gaming company, and the CEO and director of Minera Alamos Inc. (TSX:V MAI), a Mexican based gold development company. Mr. Frostad is a Chartered Accountant and a Chartered Professional Accountant who began his career in International Taxation with Deloitte.

The company would also like to welcome back Laura Jordan, as the Vice-President of Finance of the Company, who was away on maternity leave.  Miss Jordan who has worked for the company since its inception was the finance principal in the company's original RTO process in June of 2019. 

About Killi 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 Killi Ltd.

Andrew Elinesky, CFO, [phone]