NEW YORK, April 23, 2020 /CNW/ -- Frankly Inc.
(TSX-V: TLK) (OTCQX: FRNKF) ("Frankly" or the
"Company"), a multi‑platform engagement, monetization and
data company, is pleased to announce the results of the special
meeting of shareholders (the "Meeting") held telephonically
today pursuant to the interim order of the Supreme Court of
British Columbia dated
March 25, 2020 to consider and, if
deemed advisable, to approve the plan of arrangement involving
Torque Esports Corp. ("Torque") and Frankly (the
"Arrangement"), in connection with the previously announced
business combination pursuant to which, among other things, Torque
will acquire each of Frankly and WinView, Inc. (the
"Transaction").
A total of 13,943,560 common shares of Frankly (representing
approximately 57.4% of the issued and outstanding shares of Frankly
as of the record date for the Meeting) were represented in person
or by proxy at the Meeting. The special resolution approving the
Arrangement and matters relating to the Transaction (the
"Special Resolution") required the approval of not less
than: (i) 66 ⅔% of the votes cast on the Special Resolution by
shareholders present in person or by proxy at the Meeting; and (ii)
a majority of the votes cast by Frankly shareholders, excluding
votes attached to shares held by certain insiders of the Company,
pursuant to Multilateral Instrument 61-101 – Protection of
Minority Security Holders in Special Transactions and the
policies of the TSX Venture Exchange (the "Minority
Approval").
The Special Resolution was approved by: (i) 13,943,560 votes
cast in favour by the Frankly shareholders (representing
approximately 76.1% of the Frankly shares voted at the Meeting)
with 4,376,500 votes cast against the Special Resolution
(representing approximately 23.9% of the Frankly shares voted at
the Meeting); and (ii) 11,695,163 votes cast in favour by the
Frankly shareholders eligible to vote in respect of the Minority
Approval (representing approximately 72.8% of the votes cast in
respect of the Minority Approval), with 4,376,500 votes cast
against (representing approximately 27.2% of the Frankly Shares
voted in respect of the Minority Approval).
The Company expects to apply for a final order of the Supreme
Court of British Columbia for
approval of the Arrangement to be heard on or about April 28, 2020. Assuming the satisfaction or
waiver of the other closing conditions thereof, the implementation
of the Arrangement and the closing of the Transaction is expected
to occur before the end of April, 2020, with an outside date for
completion of June 30, 2020.
Further details concerning the Arrangement and the Transaction
are set out in the Company's management information circular
prepared for the Meeting dated March 25,
2020, copies of which were mailed to shareholders of record
and filed on the Company's SEDAR profile at www.sedar.com.
Cautionary Statement on Forward-Looking
Information
This news release includes forward-looking information
regarding Frankly, including statements with respect to timing of,
and expectations to obtain, a final order of the court in respect
of the Arrangement, and the timing of, and expectations to
complete, the closing of the Arrangement and the Transaction.
Forward-looking information depends on certain assumptions that
management deems to be reasonable in the circumstances, but such
assumptions may prove to be incorrect and the actual outcome of any
forward‑looking information cannot be guaranteed. In making the
forward-looking information contained in this news release,
management has made assumptions which they believe to be reasonable
in the circumstances, including assumptions regarding the ability
of the parties to fulfill closing conditions in respect of the
aforementioned business combination, as well as regulatory and
court approvals. However, such forward‑looking information
may not occur as contemplated or at all, and actual results could
differ materially from those contemplated or expected as a result
of known and unknown risk factors and uncertainties. Such risks
include, but are not limited to, risks that the expected timing to
obtain a final order of the court may be delayed as a result of the
ongoing COVID-19 pandemic, or that the court may not provide the
required final order on terms anticipated or at all, as well as
risks relating to the parties' ability to fulfill contractual
obligations and closing conditions relating to the aforementioned
Transaction, and general risks relating to the ongoing COVID-19
pandemic and the prevailing volatile and adverse general market
conditions, among other risks and uncertainties. Accordingly,
readers should not place undue reliance on forward‑looking
information contained in this news release. Except as required by
applicable securities laws, forward-looking information speaks only
as of the date on which they are made and Frankly undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law.
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.
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SOURCE Frankly Media
