FRANKLY INC. ("TLK")
BULLETIN TYPE: Plan of Arrangement-, Remain Halted, Delist
BULLETIN DATE: May 13, 2020
TSX Venture Tier 1 Company
TSX Venture Exchange Inc. (the "Exchange") has accepted for filing documentation in connection with a Business Combination Agreement dated March 9, 2020 (the "Agreement"), between Torque Esports Corp. ("Torque"), Frankly Inc. ("Frankly") and WinView, Inc. Pursuant to the Agreement, Torque has agreed to acquire all of the issued and outstanding common shares of Frankly by way of a plan of arrangement under the provisions of the Business Corporations Act (British Columbia) (the "Transaction"). Under the Agreement, each Frankly shareholder will be entitled to receive 1 common share of Torque for each common share of Frankly held. In accordance with the Arrangement, Torque will assume all of the covenants and obligations of Frankly under the Frankly Warrants, Frankly Options and Frankly Restricted Share Units (each a "Frankly Convertible Security") and upon exercise or conversion of a Frankly Convertible Security, the holder thereof will receive Torque common shares based on the Exchange ratio (i.e. the same consideration they would have been entitled to receive had they been Frankly shareholders at the effective time of the Transaction).
Prior to the closing of the Transaction, Torque and Frankly were at arm's length.
The Exchange has been advised that approval of the Transaction by Frankly shareholders was received at a special meeting of shareholders held on April 23, 2020 and that approval of the Transaction was received from the Superior Court of British Columbia on April 28, 2020. The Transaction was completed on May 08, 2020.
Delisting:
Effective at the close of business on Thursday, May 14, 2020, the common shares of Frankly will be delisted from TSX Venture Exchange.
For further details, please refer to Frankly's Management Information Circular dated March 25, 2020 and news releases dated between November 22, 2019 and May 11, 2020.
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