Frankly Inc. also announces grant of RSUs to
Directors
TORONTO, Feb. 25, 2020 /CNW/ -- Frankly Inc.
("Frankly" or the "Company") (TSX-V: TLK)
(OTCQX: FRNKF) announces the following, in connection
with recent developments at the Company:
Revised Terms of Non-Brokered Private Placement Offering of
Units
Following discussions with potential investors in connection
with its previously disclosed non-brokered private placement
offering of units (see news release dated January 28, 2020) (the "Offering"), the
Company has revised the terms of the previously announced
Offering. The Company intends to conduct the Offering as a
sale of units (the "Units"), for gross proceeds to the
Company of up to $5,000,000, at a
purchase price of $0.67 per Unit,
with each Unit now contemplated to be comprised of one common share
in the capital of the Company (a "Common Share") and
one-half of one Common Share purchase warrant (each whole warrant,
a "Warrant"). There is no minimum Offering size.
Each Warrant will be exercisable into one Common Share at an
exercise of $0.90 for two years
following closing, provided that, in the event the volume-weighted
average trading price of the Common Shares (or the shares of any
successor entity) exceeds $1.35 for a
period of five consecutive trading days, the Company may accelerate
the expiry of outstanding Warrants.
Frankly intends to use the proceeds from the Offering (net of
any professional service fees and finder's fees, if any) for
general corporate and working capital purposes, provided that the
Company may, in its discretion, use all or a portion of the net
proceeds to fund the Torque Loan (as defined and described
below).
Frankly may pay a finder's fee to arm's length finders in
connection with the Offering of no more than 6% of the aggregate
subscription amount raised through subscribers introduced to
Frankly by such finder(s), provided that no finder's fees will be
paid in respect of any subscriptions made by existing shareholders
of Frankly, or to any insider of Frankly, or that is otherwise
prohibited by law.
The Offering and the terms thereof remain subject to the
approval of the TSX Venture Exchange. Securities issued or
issuable in connection with the Offering are expected to be subject
to statutory and, if required, exchange-mandated four month hold
periods. The Company expects to close the Offering, or a tranche
thereof, during the week of February 24,
2020.
Advances to Torque Esports Corp. and Proposed Torque Loan
The Company also announces that, on February 7, 2020 and February 20, 2020, it advanced US$1,000,000 and US$100,000, respectively, to Torque Esports Corp.
("Torque"), as initial advances made in contemplation of a
proposed loan agreement to be entered into between Frankly, as
lender, and Torque, as borrower (the "Torque Loan"). The
parties proceeded to negotiate the terms and conditions of the
Torque Loan following the Initial Advances, and it is expected that
the definitive loan documentation in respect of the Torque Loan
will provide that the obligations under the Torque Loan will be
secured, and will bear interest at a rate of 4% per annum,
compounded monthly and payable at maturity. The Company will
announce the material terms and conditions of the Torque Loan once
definitive documentation has been entered into. The Torque Loan is
subject to the approval of the TSX Venture Exchange.
Grant of Restricted Stock Units
In connection with its Board compensation plan, Frankly has
granted its Chairman of the Board, Tom
Rogers, 36,702 restricted stock units (RSUs), and has
granted directors Steve Zenz and
Samuel Hyun 28,723 RSUs and 20,611
RSUs, respectively, due for Board service. These grants represent
the remaining balance of regular quarterly amounts due for Q4
2019.
The securities of Frankly have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the "U.S Securities Act"), and may not be offered, sold or
resold within the United States,
or to or for the account or benefit of any U.S. person, unless the
securities are registered under the U.S. Securities Act, or an
exemption from the registration requirements of the U.S. Securities
Act is applicable. This news release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities of
the Company, nor shall there be any sale of securities of the
Company, in the United States in
which such offer, solicitation or sale would be unlawful.
About Frankly Media
Frankly Media provides a complete suite of solutions that give
publishers a unified workflow for the creation, management,
publishing and monetization of digital content to any device, while
maximizing audience value and revenue.
Frankly's products include a groundbreaking online video
platform for Live, VOD and Live-to-VOD workflows, a full-featured
CMS with rich storytelling capabilities, as well as native apps for
iOS, Android, Apple TV, Fire TV and Roku.
Frankly also provides comprehensive advertising products and
services, including direct sales and programmatic ad support. With
the release of its server-side ad insertion (SSAI) platform, the
company has been positioned to help video producers take full
advantage of the growing market in addressable advertising. The
company is headquartered in New
York with offices in Atlanta. Frankly Media is publicly traded
under ticker TLK on Canada's TSX
Venture Exchange. For more information, visit
www.franklymedia.com
Cautionary Statement on Forward-Looking Information
This news release contains forward-looking statements.
Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of Frankly to be materially different
from any future results, performance or achievements expressed or
implied by the forward-looking statements. These forward-looking
statements include, but are not limited to, statements relating to
our expectations with respect to: the Offering, the Torque Loan,
and their respective terms and conditions, and the expected timing
to complete the Offering and the definitive documentation in
respect of the Torque Loan. Often, but not always, forward‑looking
statements can be identified by the use of words such as "plans",
"expects" or "does not expect", "is expected", "estimates",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved. In respect of the
forward-looking statements and information made in this news
release, Frankly has provided such statements and information in
reliance on certain assumptions that they believe are reasonable at
this time, including assumptions based on expectations concerning
the timing of completing the Offering, the entering into of
definitive documentation in respect of the Torque Loan and the
repayment of the outstanding amounts thereunder, and obtaining any
required approvals. No assurance can be provided that
forward-looking statements and information made herein will occur
as anticipated, or at all.
Since forward-looking statements and information address future
events and conditions, by their very nature they involve inherent
risks and uncertainties. Actual results could differ materially
from those currently anticipated due to a number of factors and
risks, including but not limited to the following: the risk that
the Offering and/or the definitive documentation in respect of the
Torque Loan may not be completed as contemplated or at all, and the
failure to obtain any required regulatory approval. Readers are
cautioned that the foregoing list of factors is not exhaustive.
Additional information on other factors that could affect the
operations or financial results of the parties are included in
reports on file with applicable securities regulatory
authorities.
The forward-looking statements contained in this news release
are made as of the date of this release and, accordingly, are
subject to change after such date. Frankly does not assume any
obligation to update or revise any forward-looking statements,
whether written or oral, that may be made from time to time by
Frankly or on its behalf, 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.
SOURCE Frankly Media