Freckle IOT Ltd. (‘Freckle’) entered into a non-binding letter of intent (‘LOI’) to acquire Knol Resources Corp. (TSXV:NOL.H) (‘Knol’) in a reverse takeover (‘RTO’) transaction on December 31, 2018. The LOI outlines the proposed terms and conditions pursuant to which Knol and Freckle will effect a business combination that will result in a reverse takeover of Knol by the shareholders of Freckle and the listing for trading of the securities of the resulting issuer on the TSX Venture Exchange ("TSXV"). Current shareholders of Knol are expected to own an approximate 12% in the combined company assuming completion of the private placement. The transaction is expected to be completed through a three cornered amalgamation among Knol, a subsidiary of Knol, and Freckle, or such other structure as determined by the parties. Completion of the transaction will constitute a "reactivation" for Knol as a company listed on the NEX Board of the TSXV. Upon closing of the transaction, Knol will, among other things: (a) change its name to "Freckle" or such other name as may be selected by Freckle and confirmed by Knol; (b) consolidate its common share capital, on a basis to be agreed upon in the definitive agreement; (c) sole business of Knol will be the current business of Freckle; (d) the board of directors of Knol will be comprised of five persons, one nominated by Knol and four nominated by Freckle; and (g) the common shares of the combined company will be listed on the TSXV as a Tier 1 or Tier 2 issuer. As of March 27, 2019, Knol will consolidate its common shares on a 2.2:1 basis. In connection with the transaction, GMP Securities LP and PI Financial Corp have been appointed as lead agent, for and on behalf of Freckle, to sell, on a best efforts private placement basis, subscription receipts of Freckle anticipated to be up to CAD 6.5 million. As of May 29, 2019, Knol Resources shareholders approved the election of Michael Atkinson, Mark Vanry, John Downes, and Scott McLean to the Board (who will hold office until completion of the transaction), the increase of the number of directors to five upon completion of the transaction, the change of the name of Knol Resources to “Freckle Ltd.”, the consolidation of the outstanding shares of the Knol Resources on a 2.2278588 old share for one new share basis and the continuation of the Knol Resources from Alberta to Ontario. Freckle IOT Ltd. entered into a definitive agreement to acquire Knol Resources Corp. in a reverse merger transaction on April 29, 2019. The outstanding common shares of Knol will be consolidated on a 2.22 to one basis, so that there will be approximately 25 million Knol common shares, and options to purchase 0.58 million Knol common shares, outstanding immediately prior to the amalgamation, each outstanding Freckle share on the date of closing will be exchanged for one resulting issuer share and accordingly in connection with the amalgamation, the 163.37 million Freckle Shares outstanding immediately prior to the amalgamation will be cancelled, the holders of Freckle Shares will receive one resulting issuer share for each one Freckle share held and 23.62 million Freckle Warrants will be exchanged for warrants of the resulting issuer entitling the holders to purchase up to 23.62 million resulting issuer shares, options to acquire up to 5.7 million Freckle shares will be terminated and holders of such options will receive replacement options to acquire up to 5.7 million resulting issuer shares. In case of termination, either party will be liable to pay a fee of CAD 0.35 million. Neil Sweeney will become the Chairman and Chief Executive Officer of the resulting issuer upon completion of the transaction while Sean Homuth will become the Chief Financial Officer, Anthony Tsigourakos, Chief Revenue Officer and Brad Marks, Senior Vice President Product . As of March 27, 2019, the Board of Directors and the management team of the resulting issuer will be comprised of, Neil Sweeney, Brad Marks, Anthony Tsigourakos, Sean Homuth, Robert Fernicola, John Farlinger, Kevin Shea and Michael Atkinson. Completion is conditional upon the approval of the TSXV, completion of a definitive agreement, completion of the private placement, shareholder approval of Freckle and Knol, exchange acceptance, consummation of due diligence, Board approval from Freckle, minimum balance sheet requirements, resignation of target directors and disinterested shareholder approval, if applicable. Knol will seek shareholder approval for the proposed share consolidation and name change at a general meeting to be held before closing of the transaction. General meeting of Freckle shareholders to be held in early June, 2019. As of May 29, 2019, Knol Resources has been advised that the Freckle shareholders have approved the transaction.