Early Warning Report Issued Pursuant to National Instrument 62-103 - Disposition of Securities of Ackroo Inc.

/NOT FOR DISTRIBUTION TO UNITED STATES OF AMERICA WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES OF AMERICA/

TORONTO, May 5, 2022 /CNW/ - This press release is being disseminated as required by National Instrument 62–103 - The Early Warning System and Related Take Over Bids and Insider Reporting Issuers in connection with the filing of an early warning report (the "Early Warning Report") regarding the disposition of securities of Ackroo Inc. (TSXV: AKR) (the "Issuer"), with its head office located at 1250 South Service Road, Unit A3-1 (3^rd Floor), Hamilton, Ontario, L8E 5R9, by Shen Capital Fund I L.P., by its General Partner, Shen Capital Management Inc. ("Shen Capital"), with its head office located at 130 Bloor Street West, Suite 905, Toronto, Ontario, M5S 1N5.

On May 4, 2022 (the "Closing Date"), Shen Capital completed private sales of 17,500,000 common shares of the Issuer (each a "Common Share") and 17,500,000 warrants of the Issuer issued on November 12, 2020 (each a "Warrant") it owns, pursuant to the terms of share purchase agreements with unrelated third parties (the "Sale Transaction").  The Sale Transaction was completed at a price of $0.10 per Common Share and $0.02 per Warrant, for total consideration of $2,100,000, to be allocated as to $1,750,000 in respect of the Common Shares and $350,000 in respect of the Warrants.

Each Warrant was issued on November 12, 2020 and is exercisable until November 12, 2023 to purchase an additional Common Share at an exercise price of $0.18 per share, subject to accelerated expiry in the event the closing trading price of the Common Shares on the TSX Venture Exchange equals or exceeds $0.28 per Common Share for a period of 20 consecutive trading days at any time on or after May 12, 2022.   

Prior to the Sale Transaction, Shen Capital owned, directly and indirectly, 17,500,000 Common Shares, representing approximately 15.1% of the outstanding Common Shares, and 17,500,000 Warrants. Following the Private Placement, Shen Capital owns, directly and indirectly, no Common Shares and no Warrants.

In addition to the foregoing, Shen Capital may increase its beneficial ownership or control depending on market or other conditions; however, it has no current intention to acquire any such securities.

A copy of the Early Warning Report with additional information in respect of the foregoing matters may be found on www.SEDAR.com.

SOURCE Shen Capital Management Inc.

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