NEW YORK, April 28, 2020 /CNW/ -- Frankly Inc.
(TSX-V: TLK) (OTCQX: FRNKF) ("Frankly" or the
"Company"), a multi‑platform engagement, monetization and
data company, announces that it obtained a final order from the
Supreme Court of British Columbia
approving the plan of arrangement with Torque Esports Corp.
("Torque"), in connection with the business combination
previously announced on March 10,
2020, pursuant to which Torque will acquire each of
Frankly and WinView, Inc. (the "Transaction").
Assuming all of the other conditions to the Transaction are
satisfied or waived, the Transaction is expected to close in April
or early May, with an outside date for completion of June 30, 2020. Upon or shortly following
completion of the Transaction, the Company expects to be de-listed
from the TSX Venture Exchange and will apply to cease to be a
"reporting issuer" in Canada.
As well, Frankly announces that, due to the ongoing COVID-19
pandemic, the Company intends to rely on the temporary blanket
relief (the "Relief") for market participants published by
the Canadian Securities Administrators, which Relief provides
reporting issuers with a 45-day extension for filings required on
or before June 1, 2020.
The Company will be relying on the Relief, in accordance with BC
Instrument 51-515 – Temporary Exemption from Certain Corporate
Finance Requirements, with respect to the filing of its audited
annual consolidated financial statements and accompanying
management's discussion and analysis and related CEO and CFO
certificates for the fiscal year ended December 31, 2019 (collectively, the "Annual
Filings") which are required to be filed under Section 4.2 and
5.1 of National Instrument 51-102 – Continuous Disclosure
Obligations. Provided the Company is still a "reporting
issuer" at such time, the Company intends to file the Annual
Filings on or prior to the extended filing deadline of June 13, 2020.
Until the Annual Filings are filed, management and other
insiders of the Company are subject to a trading black-out policy
that reflects the principles in Section 9 of National Policy 11-207
– Failure-to-File Cease Trade Orders and Revocations in Multiple
Jurisdictions.
The Company confirms that, since the filing of its consolidated
interim financial statements for the period ended September 30, 2019, there have been no material
business developments other than those that have been publicly
disclosed as required under applicable securities laws.
Cautionary Statement on Forward-Looking
Information
This news release includes forward-looking information
regarding Frankly, including statements with respect to timing of
the filing of the Annual Filings and the completion of the
Transaction and the Company's expectation to apply to cease to be a
reporting issuer. 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 relating to the expected timing to complete the
Transaction and ceasing to be a reporting issuer in Canada, and assumptions regarding the
Company's ability to file the Annual Filings by the extended
deadline. 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 Company will be unable, for any
reason, to complete the Transaction as contemplated or at all, or
to cease to be a reporting issuer by the extended filing deadline
or that the Company may be unable to file the Annual Filings by the
extended filing deadline, and general risks relating to the ongoing
COVID-19 pandemic and the prevailing volatile and adverse general
market conditions. 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