NEW YORK, March 25, 2020 /CNW/ -- Frankly Inc.
(TSX-V: TLK) (OTCQX: FRNKF) ("Frankly"), a multi‑platform
engagement, monetization and data company, announces today that, in
connection with preparing its meeting materials for 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.,
Frankly will re-file its unaudited interim condensed consolidated
financial statements for the third quarter and nine months ended
September 30, 2019, together with the
notes thereto and applicable management's discussion and analysis,
as the previously filed interim financial statements had not been
reviewed by the auditors of the Company, as was permitted by
applicable securities law.
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After the September 30, 2019
financial statements were originally filed on November 29, 2019, the Company received a final
valuation report from its third-party valuation firm concerning its
acquisition of the AMP Assets on May 10,
2019. After considering the results of that valuation
report, the Company concluded that the fair value of the
technology, customer relationships and deferred and contingent
purchase price consideration was $400,000, $1,300,000 and $888,000, respectively. As a result, the
fair value of the technology decreased by $300,000, the fair value of the customer
relationships decreased by $500,000
and the fair value of the deferred and contingent purchase price
consideration increased by $7,000,
due to this new information, with a corresponding net increase to
goodwill of $807,000. The
change to the provisional amounts resulted in a decrease in
amortization expense and accumulated amortization of $18,054. Accordingly, the interim financial
statements have been refiled to reflect these adjustments. There
have been no other adjustments and Frankly does not consider these
adjustments, individually or in the aggregate, to be
material. In addition, the Company updated its litigation and
subsequent event disclosures. Frankly anticipates re-filing
its unaudited interim condensed consolidated financial statements
for the third quarter and nine months ended September 30, 2019, and applicable management's
discussion and analysis, on its SEDAR profile at
www.sedar.com as soon as possible.
Cautionary Statement on Forward-Looking
Information
This release includes forward-looking information regarding
Frankly, including statements with respect to the re-filing of
Frankly's interim unaudited condensed consolidated financial
statements for the third quarter and nine months ended
September 30, 2019 and
statements regarding the planned transaction between Frankly,
Torque Esports Corp., and WinView, Inc. Forward-looking information
included in this release may not occur as contemplated or at all,
and could differ materially as a result of known and unknown risk
factors and uncertainties affecting the parties. Such risks
include, but are not limited to, risks that the aforementioned
transaction may not occur as contemplated or at all. Accordingly,
readers should not place undue reliance on forward‑looking
information contained in this news release. 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 outcome of the subject of any
forward-looking statement cannot be guaranteed. Such assumptions
are based on, among other things, contractual obligations, market
conditions and regulatory requirements. 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.
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