TORONTO, March 2, 2020 /CNW/ -- Torque Esports Corp.
(TSX-V: GAME) (OTCQB: MLLLF)
("Torque"), Frankly Inc. ("Frankly") (TSX-V: TLK) (OTCQX:
FRNKF), and WinView, Inc. ("WinView") today announce that
the parties have agreed to extend the deadline by which the parties
will enter into a definitive agreement in respect of the previously
announced business combination involving all three companies (the
"Transaction") from February 28,
2020 to March 6, 2020 (see
press release of November 26, 2019
for details of the Transaction).
Since the last extension was announced by the parties on
February 18, 2020, Torque has filed
its unaudited financial statements for the first quarter
ending November 30, 2019 , following which the cease
trade order in effect with respect to the trading of Torque's
securities was revoked by the applicable securities commissions and
the Torque shares recommenced trading on the TSX Venture Exchange
on February 28, 2020.
A limited trading period of Torque shares is required with
respect to the fairness opinion being obtained by Frankly for the
Transaction. It is expected that the definitive agreement for
the Transaction will be executed by the parties shortly
thereafter.
More About Torque Esports
The company focuses on three areas - esports data provision,
esport tournament hosting and esports racing.
Torque aims to revolutionize esports racing and the racing
gaming genre via its industry-leading gaming studio Eden Games which focuses on mobile racing games
and its unique motorsport IP, including World's Fastest Gamer
(created and managed by wholly-owned subsidiary IDEAS+CARS,
Silverstone UK). With the proposed acquisition of simulator company
AiS, Torque will be able to offer gamers everything from Free to
Play mobile games to the highest end simulators.
Building on the leading position of Stream Hatchet, a
wholly-owned subsidiary, Torque also provides robust esports data
and management information to brands, sponsors, and industry
leaders. Its tournament organizing arm, UMG, has recently added a
digital tournament platform to its portfolio of assets in its
ever-growing ecosystem.
For more information, visit https://torqueesport.com/
More 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
More About WinView, Inc.
WinView, Inc., a Silicon Valley-based company, pioneered
second-screen interactive TV.
WinView is the nation's leading skill-based sports prediction
mobile games platform. WinView plans to leverage its extensive
experience in pioneering real-time interactive television games
played on the mobile second screen, its foundational patents and
unique business model. The WinView app is an end-to-end two-screen
TV synchronization platform for both television programming and
commercials. The paid entry, skill-based WinView Games app uniquely
enhances TV viewing enjoyment and rewards sports fans with prizes
as they answer in-game questions while competing in real-time
during live televised sports.
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 Torque and 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: the timing
and outcome of the Transaction and the parties entering into a
definitive agreement. 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, Torque and Frankly, as applicable, have
provided such statements and information in reliance on certain
assumptions that they believe are reasonable at this time
including, in respect of statements made with regard to the timing
of the Transaction and entering into definitive agreements with
respect thereto, and assumptions regarding the parties and ability
to enter into definitive documentation on the timelines
anticipated. There can be no assurance that the forward-looking
statements made in this news release will occur as anticipated or
at all, or that the Transaction will occur, or that it will occur
on the terms and conditions contemplated in this news release. The
Transaction could be modified, restructured or terminated.
Accordingly, readers should not place undue reliance on the
forward-looking statements and information contained in this press
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 the risk that the parties may not enter into the
definitive documentation in respect of the Transaction as or when
anticipated, or at all, and the risk that Torque may face
additional delays with respect to lifting the current cease trade
order.
Readers are cautioned that the foregoing list of factors is not
exhaustive. Additional information on other factors that could
affect the operations or financial results of the parties are
included in reports on file with applicable securities regulatory
authorities.
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. Torque and Frankly do 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 us
or on our behalf, except as required by applicable law.
Completion of the Transaction is subject to a number of
conditions, including but not limited to, TSXV acceptance and if
applicable, disinterested shareholder approval. Where applicable,
the Transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the
Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in any
management information circular to be prepared in connection with
the Transaction, any information released or received with respect
to the Transaction may not be accurate or complete and should not
be relied upon. Trading in the securities of Torque and Frankly
should be considered highly speculative.
The TSX Venture Exchange has in no way passed upon the merits of
the proposed Transaction.
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 Torque Esports Corp.
