Feb 3, 2017 • Press Releases

2/3 – Frankly Announces Consolidation of Common Shares and Restricted Voting Shares in Preparation of NASDAQ Listing

SAN FRANCISCO, Feb. 3, 2017 — Frankly Inc. (TSX VENTURE: TLK) (“Frankly”), a leading technology and monetization platform for media companies, is pleased to announce the consolidation (the “Consolidation“) of its common shares (the “Common Shares“) and Class A restricted voting shares (the “Restricted Shares“, altogether, the “Shares“) on the basis of seventeen (17) existing Common Shares for one (1) new Common Share and seventeen (17) existing Restricted Shares for one (1) new Restricted Share. Prior to the Consolidation on February 3, 2017, a total of 34,549,266 Common Shares and a total of 1,660,444 Restricted Shares were issued and outstanding. Accordingly, following the Consolidation there are approximately 2,032,310 Common Shares and 97,673 Restricted Shares issued and outstanding. Public trading of the consolidated shares is expected to commence on or about February 8, 2017.

The Consolidation is intended to satisfy a minimum bid price condition to the listing of the company’s Common Shares on the Nasdaq market. The Consolidation may also increase Frankly’s flexibility and competitiveness in the marketplace, and make Frankly’s securities more attractive to a wider audience of potential investors, thereby resulting in a more efficient market for its Common Shares.

In the event that the Consolidation results in the issuance of a fractional Shares, no fractional Shares will be issued and such fraction will be rounded up to the nearest whole number if 0.5 or greater and down to the nearest whole number if less than 0.5.

Shareholders’ approval for the Consolidation was obtained by written consent from the majority of the shareholders of Frankly (the “Shareholders“). According to Frankly’s articles, the board of directors of Frankly (the “Board“) has the ability to approve the Consolidation and the Board believed it was in the best interest of Frankly to approve such Consolidation.

The Consolidation will affect Shareholders uniformly and affects all of Frankly’s stock options, restricted share units, and warrants, issued and outstanding at the effective date. The number, exchange basis or exercise price of all stock options, restricted stock units and warrants, issued and outstanding, have been adjusted to reflect the Consolidation.

A letter of transmittal will be sent by mail to Shareholders advising them that the Consolidation has taken effect and instructing them to surrender the certificates evidencing their Shares for replacement certificates representing the number of Shares to which they are entitled as a result of the Consolidation. Until surrendered, each certificate formerly representing Shares will be deemed for all purposes to represent the number of Shares to which the holder thereof is entitled as a result of the Consolidation.

Frankly has not changed its name in connection with the Consolidation. Completion of the Consolidation is subject to the acceptance of the TSX Venture Exchange.

About Frankly

Frankly (TSX VENTURE: TLK) builds an integrated software platform for media companies to create, distribute, analyze and monetize their content across all of their digital properties on web, mobile and TV. Its customers include NBC, ABC, CBS and FOX affiliates, as well as other leading media organizations. Collectively, Frankly reaches nearly 60 million monthly users in the United States. The company is headquartered in San Francisco with major offices in New York. To learn more, visit www.franklyinc.com.

Neither 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.

Notice Regarding Forward-Looking Statements

This release includes forward-looking statements regarding Frankly and their respective businesses. 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 parties, including the registration of Frankly’s Common Shares on the NASDAQ, or the lack of final regulatory approval for the Consolidation. 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 undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.