Frankly Inc. Provides Update Regarding Telephonic Attendance by Shareholders at Upcoming Special Meeting of Shareholders to Consider Business Combination with Torque Esports Corp. and WinView, Inc.
NEW YORK, April 13, 2020 /PRNewswire/ -- 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 [email protected]. 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.
SOURCE Frankly Media
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