Neil Sweeney Reorganizes Common Share Ownership in Killi with No Change to Total Holdings and No New Shares Being Issued
Early Warning Report Filed as a Result
Toronto, Ontario–(Newsfile Corp. – December 4, 2020) – Killi Ltd. (TSXV: MYID) (OTCQX: MYIDF), (“Killi” or the “Company”) would like to announce that Neil Sweeney (“Mr. Sweeney”), the CEO of the Company, has filed an early warning report (the “Early Warning Report”). The Early Warning Report was filed in connection with the recently completed reorganization completed solely among parties directly under the control of Mr. Sweeney, resulting in the creation of a new insider of Killi, 2393304 Ontario Inc. (the “Transferee”).
On November 27, 2020, Mr. Sweeney completed a reorganization of certain holdings whereby Mr. Sweeney and Sweeney Oriole Trust (the “Trust”, and together with Mr. Sweeney, the “Transferors”) acted jointly in transferring all of their common shares in the capital of the Company (each, a “Common Share” and collectively, the “Common Shares”) to the Transferee (the “Transaction”). A portion of such transferred Common Shares involved Common Shares held in escrow (each an “Escrowed Share”, and collectively the “Escrowed Shares”) pursuant to a surplus escrow agreement among the Company and Computershare dated June 14, 2019.
The Trust, which owns 100% of the Transferee, and Mr. Sweeney transferred a total of 100,000,000 Common Shares, representing approximately 33.7% of the issued and outstanding Common Shares to the Transferee. Following the Transaction, the Transferee continues to be a wholly-owned subsidiary and directly owns a total of 100,000,000 Common Shares, representing approximately 33.7% of the issued and outstanding Common Shares.
The Common Shares were acquired for investment purposes. The Transferee may acquire additional securities of the Company, including on the open market or through private acquisitions, or sell the securities, including on the open market or through private dispositions in the future depending on market conditions, reformulation of plans and/or other relevant factors. Depending on market conditions, general economic and industry conditions, the Company’s business and financial condition and/or other relevant factors, The Transferee may develop such plans or intentions in the future.
The Transaction is exempt from the requirements in securities legislation applicable to take-over bids under Section 4.2(1) of National Instrument 62-104 Take-Over Bids and Issuer Bids.
This news release is being disseminated pursuant to Part 3 of National Instrument 62-103 The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of the Early Warning Report. A copy of the Early Warning Report will be available on SEDAR under Killi’s issuer profile at www.sedar.com and can also be obtained directly from the Company by contacting Andrew Elinesky, whose contact details are included below.
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FOR FURTHER INFORMATION, PLEASE CONTACT:
Andrew Elinesky, CFO
Forward-Looking and Other Cautionary Statements
This news release may contain “forward-looking statements” within the meaning of applicable securities laws, which 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. They 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 uncertainty surrounding the spread of COVID-19 and the effect 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.
This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. 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 state in which such offer, solicitation, or sale would be unlawful.
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