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SAN FRANCISCO, CA, Dec. 23, 2014 /CNW/ - Frankly Inc. (the "Corporation"), formerly named WB III Acquisition Corp., is pleased to announce the completion of its qualifying transaction (the "Transaction") pursuant to Policy 2.4 - Capital Pool Companies of the TSX Venture Exchange ("TSXV"). In accordance with the previously announced merger agreement dated December 8, 2014 (the "Merger Agreement"), WB III Subco Inc., a wholly-owned subsidiary of the Corporation, merged into Frankly Co., formerly named TicToc Planet, Inc. (the "Merger"). The Transaction was structured as a reverse triangular merger under the Delaware General Corporation Law as a result of which Frankly Co. became a wholly-owned subsidiary of the Corporation.
Prior to the completion of the Transaction, the common shares of the Corporation were consolidated on the basis of 20.333 common shares outstanding prior thereto to one common share outstanding thereafter. The voting common shares of the Corporation are expected to resume trading on the TSXV under the symbol "TLK" on January 5, 2015.
Before the closing of the Merger, Frankly Co. completed a private placement (the "Private Placement") of subscription receipts (the "Subscription Receipts") conducted by a syndicate of agents comprised of Beacon Securities Limited and Cormark Securities Inc. (together, the "Agents"). Pursuant to the Private Placement, Frankly Co. issued 8,596,700 Subscription Receipts at a price of C$3.05 per Subscription Receipt for total gross proceeds of C$26,219,935. Each Subscription Receipt was exchanged for one common share of Frankly Co., which common shares were then exchanged for voting common shares of the Corporation, on a one for one basis, pursuant to the Merger Agreement.
The Agents received a cash commission equal to C$1,573,196 together with options to purchase 515,802 common shares of Frankly Co. at an exercise price of C$3.05 ("Agents' Options"). Each Agents' Option is exercisable until June 23, 2016. Pursuant to the Merger Agreement, the Agents' Options were exchanged for options to purchase voting common shares of the Corporation on the same terms as those contained in the Agents' Option. For more information on the Private Placement and the Transaction, please refer to the filing statement dated December 19, 2014 filed under the Corporation's profile on SEDAR at www.sedar.com.
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ANY SECURITIES REFERRED TO HEREIN WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (THE "1933 ACT") AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO A U.S. PERSON IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT.
About Frankly Inc.
Frankly, Inc. is a next generation chat technology platform that brings dynamic conversation and direct consumer engagement to mobile app experiences. Frankly aims to unlock the power of messaging for every platform by seamlessly enabling access to conversations that matter most to individuals and communities.
Through the simple integration of our Chat Software Development Kit, Frankly's technology can be inserted into a website or mobile application to provide a customizable version of Frankly's messaging technology. Currently, Frankly is working with many partners, across several industries.
Frankly also offers Frankly Chat, a free, mobile messaging application for iOS and Android devices. Frankly Chat has over 2 million downloads, and is focused on user privacy by offering ephemeral messages and unsend capabilities.
The TSXV has neither approved nor disapproved the contents of this press release. The TSXV does not accept responsibility for the adequacy or accuracy of this press release.
Notice regarding forward-looking information:
This release includes forward-looking statements regarding Frankly Inc. and its business, which may include, but is not limited to, statements with respect to the expected date the voting common shares of the Corporation will resume trading on the TSXV and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "is expected", "expects", "scheduled", "intends", "contemplates", "anticipates", "believes", "proposes" or variations (including negative 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. Such statements are based on the current expectations of the management of Frankly Inc. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the company, including risks regarding the mobile application industry, failure to obtain regulatory approvals, economic factors, the equity markets generally and many other factors beyond the control of Frankly Inc. Although Frankly Inc. has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and Frankly Inc. undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.
SOURCE: Frankly Inc. (formerly WB III Acquisition Corp.)
For further information: Steve Chung, Chief Executive Officer of Frankly Inc., at +1 415-861-9797