New York, New York–(Newsfile Corp. – May 18, 2021) – Killi Ltd. (TSXV: MYID) (OTCQB: MYIDF) (OTCQB: MYIDD) (“Killi” or the “Company”), a supplier of compliant consumer data to brands & agencies, platforms and data companies, announces the filing of its information circular dated May 18, 2021 (the “Circular) and related meeting materials in connection with the Annual and Special Meeting of Shareholders (the “Meeting”) scheduled to take place virtually on June 23, 2021 at 10:00 a.m. (Toronto time). The Company’s board of directors (the “Board”) has set May 11, 2021 (the “Record Date”) as the record date for determining the shareholders entitled to receive notice and vote at the Meeting.
After taking into account Provincial and Federal guidance regarding public gatherings and social distancing due to the COVID-19 pandemic, the Company has elected to hold the Meeting virtually, allowing its shareholders to attend and participate at the Meeting by dialing into the Meeting via telephone or by joining the live webcast. The Company and its management believe that holding the Meeting virtually will proactively protect the health and wellbeing of the Company’s shareholders, management, directors and service partners, while permitting and encouraging shareholder participation at the Meeting. Further details concerning the virtual Meeting are included in the Circular.
In addition to the required annual shareholder approvals regarding the: (i) election of the board of directors of the Company; (ii) re-appointment of the Company’s auditor for the ensuing year; and (iii) ratification of the Company’s rolling stock option plan (the “Option Plan”), Killi will seek shareholder approval for the following matters which require the approval by at least two-thirds (66.6%) of the votes cast by shareholders present by person (virtually) or represented by proxy and entitled to vote at the Meeting, all as more particularly described in the Circular:
- Fixing the number of directors at (5).
- Empowering the Board to determine the number of directors of the Company from time to time, by resolution of the Board, in accordance with subsection 125(3) of the Business Corporations Act (Ontario).
- Authorizing the Board, in its sole discretion, if deemed in the best interests of the Company, to implement, within one year from the Meeting date, a consolidation of all of the issued and outstanding common shares of the Company (“Common Shares”) on the basis of a consolidation ratio to be selected by the Board within a range between two (2) and ten (10) pre-consolidation Common Shares for every one (1) post-consolidation Common Share (the “Consolidation”).
While the Board has no immediate intention to implement a Consolidation and there is no assurance that a Consolidation will be completed, it believes that it is in the best interests of the Company to have the authority to implement a Consolidation for a period of one year from the Meeting date, for the reasons set out in the Circular. In addition to shareholder approval, the Company is required to obtain the approval of the TSX Venture Exchange (the “TSXV”) prior to implementing a Consolidation.
The Company has elected to use the notice-and-access (“Notice-and-Access”) provisions under National Instrument 54-101 Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 Continuous Disclosure Obligations to distribute Meeting materials to shareholders. Notice-and-Access is a set of rules that allow issuers to post electronic versions of proxy-related materials on SEDAR and on one additional website, rather than mailing paper copies to shareholders. Shareholders have the right to request hard copies of any proxy related materials posted online by the Company under Notice-and-Access.
Meeting materials, including the Circular, will be available under the Company’s profile at www.sedar.com and also at https://investors.killi.io/corporate-governance/investor-materials/ by May 18, 2021. The Company will provide to any shareholder, upon request to Computershare Trust Company of Canada (“Computershare”), the Company’s transfer agent, a paper copy of the Circular and the audited financial statements of the Company for the financial year ended December 31, 2020 or management’s discussion and analysis of the Company filed with the applicable securities regulatory authorities during the past year. In order to allow reasonable time for requesting shareholders to receive and review a paper copy of the Circular or other document prior to the proxy deadline (as specified below), any shareholder who wishes to receive paper copies of any of the Meeting materials should submit their written request to Computershare by June 13, 2021.
The deadline for returning proxies for the Meeting is Monday, June 21, 2021 at 10:00 a.m. (Toronto time). Voting results for the Meeting will be announced after the Meeting and posted on SEDAR.
This announcement is for informational purposes only and does not constitute a solicitation or a proxy.
About Killi Ltd
Killi Ltd. (TSXV: MYID) (OTCQB: MYIDF) (OTCQB: MYIDD) is a company driven by the evolution of consumer data and privacy. Offering compliant consumer data to brands & agencies, platforms and data companies, Killi allows consumers to opt-in to share specific pieces of data with brands in exchange for compensation from the use of their personal data, democratizing data for both consumers and brands. Killi offers 1st party data that is global in nature and it is CCPA compliant.
For further information, please contact:
Chris Frostad, CFO
E: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the TSX Venture Exchange policies) accept responsibility for this news release’s adequacy or accuracy.
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 the approval of a Consolidation; if approved, the effect that a Consolidation will have on the business and operations of the Company; 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 Company’s shareholders may not approve and the TSXV may not grant approval of a Consolidation or the Option Plan; the potential impact of the announcement or consummation of a Consolidation on relationships 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 not limited to, the Company’s audited financial statements and related management’s discussion and analysis for the financial year ended December 31, 2020 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.
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