AKR Ackroo Inc

Ackroo Inc. (TSX-V: AKR; OTC: AKRFF) (the “Company” or “Ackroo”), a gift card, loyalty marketing, payments and point-of-sale technology consolidator and services provider, is pleased to announce the results of its annual general and special meeting (the “Meeting”) of shareholders of the Company (the “Shareholders”) held yesterday February 24, 2025. The Shareholders approved the annual general matters as well as the special resolution (the “Arrangement Resolution”) approving a statutory plan of arrangement pursuant to section 192 of the Canada Business Corporations Act, pursuant to which Paystone Inc. (“Paystone”) will acquire all of the issued and outstanding common shares (the “Shares”) of Ackroo, and will assume all assets and liabilities of Ackroo (the “Arrangement”).

The Arrangement Resolution was approved at the Meeting by the affirmative vote of (i) more than two-thirds (66⅔%) of the votes cast on the Arrangement Resolution by Shareholders, and (ii) more than a majority (50% + 1) of the votes cast on the Arrangement Resolution by Shareholders, excluding the votes cast in respect of shares held by certain interested or related parties or joint actors of Ackroo in accordance with the minority approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (the “Minority Approval”).

A total of 83,212,289 Shares were voted in person or represented by proxy at the Meeting, representing approximately 72.36% of the votes attached to all the outstanding Shares as at the record date of the Meeting.

Resolution	Number of Shares			Percentage of Shares
	For	Against	Withheld / Abstain	For		Against		Withheld / Abstain
Re-appointment of MNP LLP as Auditor	83,207,168	0	5,121	99.99	%	0.00	%	0.01	%
Fixing the Number of Directors to Six	83,200,168	12,000	0	99.99	%	0.01	%	0.00	%
Election of Directors
Steve Levely	83,195,168	0	17,121	99.98	%	0.00	%	0.02	%
Sam Cole	83,195,168	0	17,121	99.98	%	0.00	%	0.02	%
Philippe Bergeron Belanger	83,195,168	0	17,121	99.98	%	0.00	%	0.02	%
Jon Clare	83,195,168	0	17,121	99.98	%	0.00	%	0.02	%
Bradley French	83,195,168	0	17,121	99.98	%	0.00	%	0.02	%
Jeremy Jagt	83,207,168	0	5,121	99.99	%	0.00	%	0.01	%
Re-approval of the Incentive Plan	83,169,489	42,800	0	99.95	%	0.05	%	0.00	%
Approval of the Arrangement	83,165,1681	47,121	0	99.94	%	0.06	%	0.00	%

Notes:      (1)   For the purposes of the Minority Approval, 31,465,696 Shares held by certain interested or related parties or joint actors of Ackroo were excluded from voting, and 51,699,472 Shares (or 99.91%) voted “For” the Arrangement, 47,131 (0.09%) voted “Against” the Arrangement and nil (0%) “Withheld / Abstain”.

The court hearing for the final order to approve the Arrangement is scheduled to take place on March 3, 2025. The Arrangement remains subject to final court and regulatory approvals, including final approval of the TSX Venture Exchange. For a more detailed description of the Arrangement, please refer to the Company’s management information circular dated January 24, 2025, which is available at the Company’s issuer profile on SEDAR+ at sedarplus.ca.

Subject to the approval of the Ontario Superior Court of Justice (Commercial List) and the TSX Venture Exchange, the Arrangement is anticipated to be completed in Q1 2025.

About Paystone

Paystone is a leading North American payment and software company redefining the way merchants engage their customers and grow their businesses. The company’s suite of automated payment processing, customer loyalty programs, gift card solutions, and reputation marketing software is used at over 35,000 merchant locations across Canada and the United States which collectively process over 10 billion dollars a year in bankcard volume. The fintech company employs over 150 employees and serves as the technology partner of choice for hundreds of partners across North America.

About Ackroo

As an industry consolidator, Ackroo acquires, integrates and manages gift card, loyalty marketing, payment and point-of-sale solutions used by merchants of all sizes. Ackroo’s self-serve, data driven, cloud-based marketing platform helps merchants in-store and online process and manage loyalty, gift card and promotional transactions at the point of sale. Ackroo’s acquisition of payment ISO’s affords Ackroo the ability to resell payment processing solutions to their growing merchant base through some of the world’s largest payment technology and service providers. As a third revenue stream Ackroo has acquired certain custom software products including hybrid management and point-of-sale solutions that help manage and optimize the general operations for niche industries including automotive dealers and more. All solutions are focused on helping to consolidate, simplify and improve the merchant marketing, payments and point-of sale ecosystem for their clients. Ackroo is headquartered in Hamilton, Ontario, Canada. For more information, visit: www.ackroo.com.

For further information, please contact:

Steve LevelyChief Executive Officer | AckrooTel: 416-360-5619 x730Email: slevely@ackroo.com

The TSX Venture Exchange has neither approved nor disapproved the contents of this press release. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking StatementsThis release contains forecasts and forward-looking statements that are not guarantees of future performance and activities and are subject to risks and uncertainties. The Company has based these forward-looking statements on assumptions and assessments made by its management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, but are not limited to: the statements about the Arrangement, the possibility that the Arrangement will not be completed on the terms and conditions or timing currently contemplated, or at all, due to a failure to obtain, in a timely manner or otherwise, required court and regulatory approvals, including the approval of the TSX Venture Exchange, the failure to satisfy other conditions of closing or other circumstances contemplated by the Arrangement Agreement; the possibility of adverse reactions or changes in business relationships resulting from the completion or termination of the Arrangement Agreement which could have a material impact on the Company’s business and financial condition during the period prior to the closing of the Arrangement and upon any termination of the Arrangement Agreement; the Company’s ability to raise enough capital to support the Company’s go forward plans; the overall global economic environment; the impact of competition and new technologies; general market, political and economic conditions in the countries in which the Company operates; projected capital expenditures and liquidity; changes in the Company’s strategy; government regulations and approvals; changes in customers’ budgeting priorities; plus other factors that may arise.

Actual results or events could differ materially from those contemplated in forward-looking statements as a result of the following: the ability to secure the required court approvals; the occurrence of a “Material Adverse Effect” (as defined in the arrangement agreement dated December 12, 2024, as amended pursuant to an amending agreement dated February 3, 2025 (the “Arrangement Agreement”)); or the failure to satisfy any other closing conditions in favour of Paystone provided for in the Arrangement Agreement, which condition is not waived by Paystone. Forward-looking statements may also include, without limitation, any statement relating to future events, conditions or circumstances.

Any forward-looking statements in this press release are made as of the date hereof, and the Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.