Wed Mar 25, 2020 4:00pm EST

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.

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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SOURCE Frankly Media