Mar 3, 2017 • Press Releases

3/3 – Frankly Amends Incentive Plan, Grants Options and RSUs and Adjusts Compensation

SAN FRANCISCO, CA – March 3, 2017 – Frankly Inc. (TSX VENTURE: TLK) (Frankly or the Company), a leader in transforming local TV broadcast and media companies by enabling them to publish and monetize their digital content across multiple platforms, today announced amendments to its Equity Incentive Plan, grants of options and restricted stock units to employees and executive salary adjustments and bonuses.

Incentive Plan

The Company’s Equity Incentive Plan (“Plan”) has been amended so that upon the Company’s listing of its shares on NASDAQ and completion of a public offering raising at least US$5 million (the “Offering”), the maximum number of shares that may be granted under the Plan pursuant to options and restricted stock units (“RSUs”) shall be increased to a fixed number equal to 20% of the aggregate number of Company’s common shares and Class A shares outstanding at the close of trading on the Offering date.  This Plan amendment remains subject to regulatory and shareholder approval.

Option and RSU Grants

On March 3, 2017, the Company cancelled all outstanding options granted under the Plan with an exercise price of CAD$17.00 or greater (giving effect to the Company’s recent 17 to 1 share consolidation) and issued 1 new option for each 1.7 canceled options. The grant of the substitution options remains subject to regulatory and shareholder approval. Separately, the Company has granted an aggregate of 60,676 options and 35,191 RSUs to members of its senior management team. The Company’s Board has also authorized the grant of an aggregate of 17,657 RSUs to employees outside of the Company’s senior management team. The foregoing options have a four-year vesting schedule and an exercise price equal to the volume weighted average price of the Company’s common shares for the five trading days prior to the grant. The RSU’s have a three-year vesting schedule.

Compensation Adjustments

The Company’s Head of Engineering, Omar Karim, and Head of Product, Todd Randak, have each received a US$25,000 annual salary increase, effective as of March 1, 2017. Additionally, the Company’s Board has approved a US$35,000 bonus payable to the Company’s CEO, Steve Chung, upon the Company’s listing on the NASDAQ exchange if it occurs in 2017.

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

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 or shareholder approval for the amendment to the incentive plan and the grant of the substitution options. 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.