NEW YORK, April 13, 2020 /CNW/ -- Frankly Inc.
(TSX-V: TLK) (OTCQX: FRNKF) ("Frankly" or the
"Company"), a multi‑platform engagement, monetization and
data company, provides the following update in connection with its
upcoming special meeting of shareholders to consider and approve,
among other things, a plan of arrangement in respect of its
previously announced transaction with Torque Esports Corp. and
WinView, Inc. scheduled to be held on April
23, 2020 (and any postponement or adjournment thereof) (the
"Meeting").
Vote by Proxy
Due to the ongoing COVID-19 global pandemic, registered
shareholders who have already submitted or who intend to submit a
proxy before the proxy cut‑off, and beneficial shareholders who
have provided voting instructions in accordance with the
instructions of their broker, financial institution or other
intermediary holding Frankly shares on their behalf, are reminded
that they need not attend the Meeting. Frankly shares represented
by management proxies that are submitted prior to the proxy-cut-off
will be voted in accordance with the instructions provided by such
registered shareholder and, where no instructions are given, in
accordance with management's voting recommendations provided on
such form of proxy.
Shareholders are also reminded that proxies must be received by
TSX Trust Company (by mail or hand delivery to TSX Trust Company,
301 – 100 Adelaide Street West, Toronto,
Ontario, M5H 4H1, by fax to (416) 595-9593 or via the
internet at www.voteproxyonline.com), at least 48 hours (excluding
Saturdays, Sundays and holidays) prior to the Meeting.
Notwithstanding the foregoing, the Chairman of the Meeting has the
sole discretion to accept proxies received after such deadline, but
is under no obligation to do so. Shareholders are urged to vote as
soon as possible, regardless of the number of shares they own.
Accessing the Meeting
Due to the ongoing COVID-19 global pandemic, and the related
restrictions and closures mandated by governmental authorities, at
this time the Company does not expect that the Meeting will be
permitted to take place at its head office located at 33 Whitehall
Street, 8th Floor, New
York, New York. Accordingly, pursuant to the notice of
meeting and the interim order of the British Columbia Supreme Court
in respect of the Meeting, the Company advises that the Meeting
will be held by telephone using the facilities of ZOOM, and that
registered shareholders of record on March
20, 2020 ("Record Date Registered Shareholders") and
their proxyholders may attend the Meeting telephonically by dialing
the following toll free numbers: 855 703 8985 (in
Canada); and 877 853 5247 or 877
369 0926 (in the US) or by internet at the following
link: https://zoom.us/join.
Registration Requirements to Access the Meeting
In order to access the Meeting, a Record Date Registered
Shareholder or proxyholder must have previously registered with the
Company and obtained a ZOOM Meeting ID number and
Passcode. Only Record Date Registered Shareholders, or
their proxyholders, are entitled to attend and vote at the
Meeting. Non-registered Frankly shareholders who held Frankly
shares as of March 20, 2020 and who
wish to attend the Meeting and indirectly vote their common shares
should carefully follow the instructions of their broker, financial
institution or other intermediary holding such Frankly shares on
their behalf, regarding how to be appointed as a proxyholder for
such shares. Once that has occurred, such beneficial Frankly
shareholders must also register with Frankly as provided below, in
order to attend and vote at the Meeting.
In order to register their Meeting attendance with the Company
and obtain a Meeting ID number and Passcode, Record Date Registered
Shareholders or their proxyholders will be required to provide the
following information about themselves (the "Meeting
Registration Information"):
(a) the name of the
registered shareholder in which they hold Frankly shares;
(b) the proxy control number given
in respect of such Frankly shares (unless the person is registering
as a proxyholder); and
(c) a telephone number and/or
email address at which a Frankly representative may contact such
shareholder in order to provide the Meeting ID number and Passcode,
or request additional information, as necessary.
The proxy control number will be printed on the form of proxy
that was sent by the Company to Record Date Registered
Shareholders.
Record Date Registered Shareholders or their Proxyholders may
provide their Meeting Registration Information by contacting the
Company and leaving a message containing the Meeting Registration
Information on the Company's confidential voicemail service at the
following toll-free number: 1-(888)-223-5351, or by email at
shareholdermeeting@franklymedia.com. A representative of the
Company will then attempt to contact such Record Date Registered
Shareholder as soon as practicable to provide the Meeting ID number
and Passcode, or request additional information, as necessary.
RECORD DATE REGISTERED SHAREHOLDERS OR PROXYHOLDERS WISHING
TO ATTEND THE MEETING ARE REQUIRED TO REGISTER WITH FRANKLY TO
OBTAIN THE MEETING ID NUMBER AND PASSCODE BEFORE THE PROXY-CUT-OFF
DEADLINE OF 10:00 A.M. (EASTERN TIME) ON
TUESDAY APRIL 21, 2020. LATE REGISTRATIONS WILL NOT BE
ADMITTED TO THE MEETING.
For additional details regarding the Meeting, including the
background to and reasons why the board of directors have
unanimously (with Tom Rogers
declaring his interests in the transaction and abstaining from
voting thereon) recommended that shareholders vote FOR the
business combination, please refer to the Company's notice of
meeting and management information circular which has been sent to
Record Date Registered Shareholders and filed on the Company's
SEDAR profile at www.sedar.com.
Cautionary Statement on Forward-Looking
Information
This news release includes forward-looking information
regarding Frankly, including statements with respect to the
Meeting, and the business combination between Frankly, Torque
Esports Corp. and WinView, Inc. and the related plan of arrangement
proposed to be considered thereat. 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 regarding the ability to conduct the Meeting by
telephonic and video conference, the capabilities of the ZOOM
technological platform, and the ability of the parties to fulfill
contractual obligations in respect of the aforementioned business
combination. 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 Meeting may be
postponed or adjourned, risks relating to the impact of the
restrictions and closures arising from the ongoing COVID-19 global
pandemic and other general uncertainties resulting therefrom, risks
relating to the parties' ability to fulfill contractual obligations
and closing conditions relating to the aforementioned business
combination, and risks relating to the prevailing volatile and
adverse general market conditions, among other risks and
uncertainties. 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
