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Jacmat Holdings Ltd. Files Late Early Warning Report Press Release

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Schomberg, Ontario--(Newsfile Corp. - July 30, 2019) - Jacmat Holdings Ltd. ("Jacmat") announced a series of transactions involving its holdings in Ackroo Inc. ("Ackroo").

In December of 2017, under a private transaction, M3 Rebel Corporation ("M3 Rebel") acquired ownership and control over 35,800,000 common shares of Ackroo (the "Ackroo Shares"), representing at that time, approximately 48% of issued and outstanding common shares of Ackroo. Matthew Moore ("Moore") and Michael Sorbara ("Sorbara") were named as joint actors. Sorbara, Moore, M3 Rebel and its related entities are involved in a multi-step reorganization of the capital structure of M3 Rebel, its holdings and interests (including the Ackroo Shares).

On March 15, 2019, Jacmat acquired 16,743,908 Ackroo Shares from M3 Rebel under a prospectus exemption. Jacmat is a holding company which is wholly owned by Matthew Moore and Jacqueline Moore. The 16,743,908 Ackroo Shares represented 22.02% of the issued and outstanding Ackroo Shares. This acquisition was pursuant to the reorganization of M3 Rebel and as a result, no cash consideration was paid. Jacmat relied on the private agreement exemption from the take-over bid requirements under section 4.2 of National Instrument 62-104 Take-Over Bids and Issuer Bids. Prior to March 15, 2019 Jacmat held no Ackroo Shares. On March 15, 2019, Matthew Moore and Michael Sorbara ceased to be joint actors respecting the Ackroo Shares held by M3 Rebel. On March 15, 2019, Matthew Moore and Jacqueline Moore were named as joint actors respecting the Ackroo Shares held by Jacmat.

On June 18, 2019, Jacmat disposed of 2,000,000 Ackroo Shares (approximately 2.63% of the issued and outstanding Ackroo Shares) to a third-party purchaser for $0.115 per share for a total consideration of $230,000, under a prospectus exemption. The trades were not directly related to the reorganization. Following the transaction, Jacmat's holdings of Ackroo Shares decreased from 16,743,908 Ackroo Shares to 14,743,908 Ackroo Shares, representing approximately 19.39% of the issued and outstanding common shares of Ackroo.

On July 29, 2019, Jacmat disposed of a further 12,232,362 Ackroo Shares (approximately 16.09% of the issued and outstanding Ackroo Shares) to a third-party purchaser for $0.11 per share for a total consideration of $1,345,559.82 under a prospectus exemption. The trades were not directly related to the reorganization. Following the transaction, Jacmat's holdings of Ackroo Shares decreased from 14,740,408 Ackroo Shares to 2,508,046 Ackroo Shares, representing 3.30% of the then issued and outstanding Ackroo Shares. Following the transaction Matthew Moore had beneficial ownership of 19,251,953 Ackroo Shares (including the 16,743,907 Ackroo Shares registered to M3 Rebel), representing 25.32 % of the then-issued and outstanding Ackroo Shares, and joint control and direction with Jacqueline Moore over the 2,508,046 Ackroo Shares registered to Jacmat, representing 3.30% of the then-issued and outstanding Ackroo Shares.

The purpose of the reorganization is to allocate the assets of M3 Rebel into 2678137 Ontario Inc. ("Sorbaraco") and Jacmat, both of which will be wholly-owned subsidiaries of M3 Rebel, so that, once completed, the assets of Jacmat can be distributed to Matthew Moore and Jacqueline Moore, and the assets of Sorbaraco can be distributed to Michael Sorbara and Deborah Sorbara. Pursuant to the reorganization, 16,743,907 Ackroo Shares will be transferred to Sorbaraco in exchange for common shares of Sorbaraco. As of July 29, 2019, no Ackroo Shares have been transferred by M3 Rebel to Sorbaraco.

In addition, pursuant to the reorganization, Jacmat has agreed to transfer to Sorbaraco, 2,511,586 Ackroo Shares and Sorbara has agreed that ownership of a number of affiliates of M3 Rebel would be transferred to Jacmat (or an alternative subsidiary corporation of M3 Rebel set up for the benefit of Moore). The 2,511,586 Ackroo Shares to be transferred by Jacmat to Sorbaraco will be made up of the 2,508,046 Ackroo Shares held by Jacmat as well as 3,540 Ackroo Shares which may be acquired in the market.

Currently: (a) the common shares of M3 Rebel (i.e. the only voting securities of M3 Rebel) are owned in equal proportion by Sorbara and Moore; (b) Sorbaraco is a wholly-owned subsidiary of M3 Rebel; (c) Jacmat is wholly owned by Matthew Moore and Jacqueline Moore.

Moore and Sorbara intend to enter into a M3 Rebel shareholders' agreement respecting, among other things, control and direction of the remaining assets of the M3 Rebel which, if executed as currently contemplated, will provide Sorbara with sole direction and control over the Ackroo Shares held in Sorbaraco. Accordingly, and as of July 29, 2019, it is the intention of the parties that following the completion of the reorganization:

  1. Matthew Moore will have beneficial ownership but not direction or control of 19,255,493 Ackroo Shares registered in the name of Sorbaraco representing 25.32% of the issued and outstanding Ackroo Shares and Jacmat will no longer hold any Ackroo Shares directly.
  1. Michael Sorbara will have beneficial ownership of, and control or direction over 19,255,493 Ackroo Shares that are registered in the name of Sorbaraco, representing 25.32% of the issued and outstanding Ackroo Shares.

For further information, please contact:
Matthew Moore, President
Jacmat Holdings Ltd.
Tel: 647-202-9758

This news release is issued pursuant to the early warning requirements of applicable securities laws. A copy of the Early Warning Report will appear on Ackroo Inc.'s profile on the SEDAR website at www.sedar.com. A copy of the Early Warning Report may also be obtained by contacting Matthew Moore, Jacmat's President.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as the term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/46637

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