Frankly Inc. Obtains Final Order Approving Plan of Arrangement and Announces Reliance on Temporary Regulatory Filing Relief
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
Released April 28, 2020