Frankly Inc. Announces Results of Special Meeting of Shareholders to Consider Business Combination with Torque Esports Corp. and WinView, Inc.

NEW YORK, April 23, 2020 /PRNewswire/ -- Frankly Inc. (TSX-V: TLK) (OTCQX: FRNKF) ("Frankly" or the "Company"), a multi‑platform engagement, monetization and data company, is pleased to announce the results of the special meeting of shareholders (the "Meeting") held telephonically today pursuant to the interim order of the Supreme Court of British Columbia dated March 25, 2020 to consider and, if deemed advisable, to approve the plan of arrangement involving Torque Esports Corp. ("Torque") and Frankly (the "Arrangement"), in connection with the previously announced business combination pursuant to which, among other things, Torque will acquire each of Frankly and WinView, Inc. (the "Transaction").

A total of 13,943,560 common shares of Frankly (representing approximately 57.4% of the issued and outstanding shares of Frankly as of the record date for the Meeting) were represented in person or by proxy at the Meeting. The special resolution approving the Arrangement and matters relating to the Transaction (the "Special Resolution") required the approval of not less than: (i) 66 ⅔% of the votes cast on the Special Resolution by shareholders present in person or by proxy at the Meeting; and (ii) a majority of the votes cast by Frankly shareholders, excluding votes attached to shares held by certain insiders of the Company, pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions and the policies of the TSX Venture Exchange (the "Minority Approval").

The Special Resolution was approved by: (i) 13,943,560 votes cast in favour by the Frankly shareholders (representing approximately 76.1% of the Frankly shares voted at the Meeting) with 4,376,500 votes cast against the Special Resolution (representing approximately 23.9% of the Frankly shares voted at the Meeting); and (ii) 11,695,163 votes cast in favour by the Frankly shareholders eligible to vote in respect of the Minority Approval (representing approximately 72.8% of the votes cast in respect of the Minority Approval), with 4,376,500 votes cast against (representing approximately 27.2% of the Frankly Shares voted in respect of the Minority Approval).

The Company expects to apply for a final order of the Supreme Court of British Columbia for approval of the Arrangement to be heard on or about April 28, 2020. Assuming the satisfaction or waiver of the other closing conditions thereof, the implementation of the Arrangement and the closing of the Transaction is expected to occur before the end of April, 2020, with an outside date for completion of June 30, 2020.

Further details concerning the Arrangement and the Transaction are set out in the Company's management information circular prepared for the Meeting dated March 25, 2020, copies of which were mailed to shareholders of record 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 timing of, and expectations to obtain, a final order of the court in respect of the Arrangement, and the timing of, and expectations to complete, the closing of the Arrangement and the Transaction.  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, including assumptions regarding the ability of the parties to fulfill closing conditions in respect of the aforementioned business combination, as well as regulatory and court approvals.  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 expected timing to obtain a final order of the court may be delayed as a result of the ongoing COVID-19 pandemic, or that the court may not provide the required final order on terms anticipated or at all, as well as risks relating to the parties' ability to fulfill contractual obligations and closing conditions relating to the aforementioned Transaction, and general risks relating to the ongoing COVID-19 pandemic and 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.

SOURCE Frankly Media

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