TORONTO, March 13, 2020 /CNW/ -- Frankly Inc. ("Frankly" or the "Company") (TSX‑V: TLK) (OTCQX: FRNKF) is pleased to announce that it has closed an initial tranche of its previously announced non-brokered private placement of units (the "Units"), at a price of $0.67 per Unit. An aggregate of 1,070,396 Units were sold for aggregate gross proceeds to the Company of $717,165.32.
Each Unit consisted of one common share in the capital of the Company ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to acquire one Common Share from the Company at a price of $0.90 per Common Share for two years from the date of issuance; provided that, in the event that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange exceeds $1.35 for a period of five consecutive trading days, the Company may accelerate the expiry of outstanding Warrants.
In connection with the private placement, Frankly compensated an arm's length finder by way of a cash finder's fee in the amount of $4,020.
The private placement has been conditionally approved by, and remains subject to final approval of, the TSX Venture Exchange. The securities issued in the initial tranche are subject to a statutory four month hold period expiring July 14, 2020.
As well, further to the Company's news release dated January 7, 2020, the Company has issued to EB Acquisition Company, LLC, as lender to the Company in respect of the Company's previously announced revolving term line of credit of up to US$5 million, non‑transferable common share purchase warrants to purchase up to 1,312,200 Common Shares at an exercise price of $0.50 per Common Share for a period of two years from the date of issue. The warrants issued are subject to a four month hold period expiring July 14, 2020 as well as restrictions on transfer under applicable United States securities laws.
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 future closings of the private placement. 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 market conditions and investor interest and expectations concerning the timing of completing subsequent tranches of the private placement and obtaining final regulatory approval. There can be no assurance that any of the forward-looking statements will occur as contemplated in this news release.
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 risk that market conditions or investor interest are insufficient to support subsequent closings of the private placement, and the risk that required final regulatory approvals are not obtained. Readers are cautioned that the foregoing list of factors is not exhaustive. 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
For further information: For Further Information, 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