NEW YORK, May 17, 2019 /CNW/ -- Frankly Inc. (TSX
VENTURE: TLK) (the "Company") is pleased to announce that it
has completed a second tranche of its previously announced
non-brokered private placement offering of units for gross proceeds
of up to US$7 million (the
"Private Placement"). Book-building efforts were successful,
and the Company has received subscription commitments representing
in excess of the targeted US$7
million offering size. The Company expects to close a final
tranche of the Private Placement upon confirmation from TSX Venture
Exchange ("TSXV") of its satisfaction with normal-course
review procedures applicable to subscribers above certain
investment thresholds. The Company anticipates such procedures may
be completed as soon as the end of the week ending May 24th, 2019, but the timing
therefore is not in the Company's control.
The second tranche issuance consisted of an aggregate of
8,250,709 Units at a price of C$0.35
per Unit, for gross proceeds of C$2,887,748.15. Each unit ("Unit")
consisted of one common share in the capital of the Company
("Common Share") and one-half of one warrant to acquire a
Common Share (each whole warrant to purchase one common share, a
"Warrant"). Each Warrant entitles the holder to acquire one
Common Share from the Company at a price of C$0.65 per Common Share until twenty-four months
from the date of issuance.
The Common Shares and Warrants are subject to a hold period of
four-months and one day from the date of issuance in accordance
with applicable Canadian securities legislation, as well as
contractual "lock-up" restrictions pursuant to which subscribers in
the Private Placement agreed not to dispose or otherwise transfer
the economic consequences of securities composing the Units, or
securities of the Company held prior to the completion of the
Private Placement (collectively, the "Locked-up
Securities"), for eleven months from the issue date, with 30%
of the Locked-up Securities being released from lock-up four months
and one day from the issue date, and the remainder of the Locked-up
Securities being released on a schedule of 10% of the Locked-up
Securities each month thereafter. In connection with the Private
Placement, the Company will pay a finder's fee to a third-party
finder who is a current shareholder of the Company consisting of
(i) 6.5% of the gross proceeds of the Private Placement raised in
cash, and (ii) that number of finder's warrants as is equal to 6.5%
of the securities sold in the Private Placement. Each finder's
warrant is exercisable to purchase one Unit at the offering price
of C$0.35 for a period of two years
from the closing date of any applicable tranche of the Private
Placement. The finder's fee will not be payable on subscriptions
completed by the finder for the finder's own account.
The Company expects to use the proceeds of the Private Placement
to satisfy its obligations under a debt reduction and share
repurchase agreement with Raycom Media, Inc., and a share
repurchase agreement with SKP America, LLC, as well as for
transaction expenses and working capital. For additional
information related to the Private Placement and the use of
proceeds therefrom, see the Company's news releases dated
May 1, 2019 and May 13, 2019, and the associated material change
report filed in connection therewith.
The Company has received conditional approval from TSXV for the
Private Placement, which remains subject to TSXV final
approval.
About Frankly
Frankly Media provides a complete suite of digital solutions for
media companies to create, manage, distribute and monetize their
content on all platforms maximizing audience engagement and revenue
potential. The company is headquartered in New York with offices in Atlanta. For more information, visit
www.franklymedia.com.
Notice Regarding Forward-Looking Statements
This release includes forward-looking statements regarding the
Company and anticipated transactions involving the Company.
Forward-looking events and circumstances discussed in this release
include statements regarding the completion of additional tranches
of the Private Placement and the timing thereof, the expected size
of the Private Placement, the use of proceeds from the Private
Placement, and approval of the Private Placement by the TSXV. The
subject or results of any forward-looking statement may not occur
by any specified or expected dates or at all, and could differ
materially as a result of known and unknown risk factors and
uncertainties affecting the parties, including but not limited to
failure to obtain investor participation in the Private Placement,
market sentiment toward the Company's securities and market
conditions generally, lack of regulatory approval for the Private
Placement, and the ability to obtain future financing proceeds. The
outcome of the subject of any forward-looking statement cannot be
guaranteed. Except as required by applicable securities laws,
forward-looking statements speak only as of the date on which they
are made, and the Company undertakes no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events, or otherwise.
Neither TSXV nor its Regulation Services Provider (as that
term is defined in policies of the TSXV) accepts responsibility for
the adequacy or accuracy of this release.
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content:http://www.prnewswire.com/news-releases/frankly-announces-closing-of-second-tranche-of-private-placement-and-subscription-commitments-in-excess-of-targeted-offering-size-300852236.html
SOURCE Frankly Media