Frankly Inc. Announces Update To Non-Brokered Private Placement Of Units And US$1,100,000 Advance Made To Torque Esports Corp.
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
Frankly: Lou Schwartz, CEO, [email protected], 212-931-1248; Frankly Investor Relations Contact: Matt Glover or Tom Colton, Gateway Investor Relations, [email protected], 949-574-3860, http://www.franklymedia.com
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