Torque Esports Corp. (TSXV:GAME) entered into a binding letter agreement to acquire Frankly Inc. (TSXV : TLK) and WinView, Inc. on November 22, 2019. As of March 9, 2020, the parties signed a business combination agreement for the transaction. Torque to acquire all of the issued and outstanding common shares of Frankly and all of the issued and outstanding securities of WinView. Pursuant to the Plan of Arrangement, the common shares of Frankly will be exchanged for common shares of Torque on a one-for-one basis resulting in the issuance of 30.4 million Torques shares to the shareholders of Frankly. Frankly convertible securities will remain outstanding and be exercisable for common shares of Torque on the same terms. The securities of WinView will be exchanged for 26.4 million common shares of Torque, which shall be subject to certain leak-out provisions to be agreed upon by the parties. Torque currently has 3.5 million common shares outstanding. Pursuant to the letter agreement, the three companies have agreed to negotiate in good faith and enter into a definitive agreement on or before December 20, 2019. Torque intends to complete a private placement of up to CAD 5 million to be priced in the context of the market. Each unit will be comprised of one common share and one-half of one warrant, with each full warrant exercisable into a common share at price to be determined in the context of the market for a period of 36 months. The completion of the private placement is subject to the approval of the TSX-V. Frankly and WinView may each terminate the Letter Agreement if it wishes to pursue an unsolicited superior proposal, and Torque may terminate the Letter Agreement if it wishes to pursue an unsolicited competing proposal, provided that, among things, the non-solicitation and right to match provisions in the Letter Agreement have been complied with and the applicable termination fee (CAD 5 million in the case of each of Torque and Frankly) has been paid. WinView termination fee is 4% of the consideration paid being $35 million (CAD 46.5 million) to WinView security holders in connection with the transaction. The combined company, to be called Engine Media Holdings, Inc. ("ENGINE") will be co-led by Torque Esports' Chief Executive Officer Darren Cox and Frankly's Chief Executive Officer Lou Schwartz. WinView's Executive Chairman Tom Rogers, who also serves as Chairman of Frankly, will serve as Executive Chairman of ENGINE. Conditions to closing include receiving majority Frankly shareholder approval, WinView security holder approval (as required), Torque shareholder approval, court approvals in connection with the plan of arrangement, TSX-V approvals and any other applicable regulatory approvals. The consideration shares to be issued upon completion of the transaction and the Torque shares to be issued upon the exercise or conversion from time to time of the Frankly convertible securities, will, subject only to the satisfaction of customary conditions required by the TSX-V, have been approved for listing on the TSX-V, all Regulatory Approvals and all third person and other consents shall have been obtained or received. The deal is also conditional on WinView being free of indebtedness for borrowed money other than short-term borrowings, such as credit cards, and the WinView Accounts Payable Liabilities shall be no more than $1.75 million (CAD 1.58 million), dissent rights will not have been exercised, Torque shall have taken such steps to ensure that Tom Rogers, Executive Chairman of WinView, shall be appointed to the Board of Directors of Torque as Executive Chairman of Torque as of the closing time. On December 20, 2019, the binding letter agreement was amended in which the parties have agreed to extend the deadline to enter into a definitive agreement for the transaction from December 20, 2019 to January 10, 2020. On January 13, 2020, the binding letter agreement was amended in which the parties have agreed to extend the deadline to enter into a definitive agreement for the transaction from January 10, 2020 to January 24, 2020. As of January 27, 2020, the parties have agreed to extend the deadline by which the parties will enter into a definitive agreement from January 24, 2020 to February 14, 2020. As of February 18, 2020, the parties have agreed to extend the deadline of entering into a definitive agreement from February 14, 2020 to February 28, 2020. As of March 2, 2020, the parties have agreed to extend the deadline of entering into a definitive agreement from February 28, 2020 to March 6, 2020. Frankly has agreed to apply to the British Columbia Supreme Court on or before March 24, 2020 for an interim order, convene, and conduct such special meeting of shareholders on or before April 24, 2020. Frankly’s special committee of independent Directors has, after consultation with Frankly’s legal advisor and financial advisor, Haywood Securities Inc., and after receiving the opinion of Haywood as to the fairness, from a financial point of view, to the Frankly shareholders of the Frankly Consideration, unanimously determined that the Frankly consideration to be received by the Frankly shareholders is fair. The Directors and Officers of Frankly and certain shareholders, collectively holding approximately 36.2% of Frankly’s outstanding common shares, have entered into support and voting agreements and agreed to vote their Frankly common shares in favor of the Special Resolution at the meeting. A special meeting of the holders of common shares of Frankly will be held on April 23, 2020. The transaction was approved by shareholders of Frankly at the special meeting of Frankly. As of April 28, 2020 Frankly obtained a final order from the Supreme Court of British Columbia approving the plan of arrangement with Torque Esports. The closing date will not be later than April 15, 2020. As on March 10, 2020, assuming all conditions to closing the transaction are satisfied (or waived if applicable), the parties expect the transaction will close before the end of April 2020. As per filing on April 28, 2020 the transaction is expected to close in April or early May, with an outside date for completion of June 30, 2020. Rick Moscone of Fogler, Rubinoff LLP acted as legal advisor for Torque Esports Corp. Peter Simeon of Gowling WLG acted as legal advisor for Frankly. Damien Weiss, Derek Liu and Ethan Lutske of Wilson Sonsini Goodrich & Rosati, P.C. acted as legal advisors for WinView. Haywood Securities Inc. acted as financial advisor and fairness opinion provider for Engine Media Holdings.