Frankly Inc.

June 30, 2017

Decision

Headnote

National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – Multilateral Instrument 11-102 Passport System and National Policy 11-203 Process for Exemptive Relief Applications in Multiple Jurisdictions – National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards, ss. 3.1, 3.2 and 5.1 – National Instrument 51-102 Continuous Disclosure Obligations, s. 13.1 – s. 1.1, definition of “MD&A” – An issuer that is not yet an “SEC issuer” wants to file financial statements prepared in accordance with U.S. GAAP and audited in accordance with U.S. GAAS – the issuer intends to become an SEC registrant – the issuer has filed a registration statement with the SEC; the issuer will meet all the elements of the definition of “SEC issuer” once the SEC accepts its registration statement; the issuer will file financial statements and MD&A that comply with the requirements for SEC issuers in NI 52-107 and NI 51-102; if the issuer does not become an SEC issuer by August 15, 2017, it will re-file its financial statements in accordance with Canadian GAAP and Canadian GAAS and its MD&A in accordance with Form 51-102F1 Management's Discussion and Analysis.

Applicable Legislative Provisions

Securities Act, R.S.O. 1990, c. S.5, as am.

June 30, 2017

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

BRITISH COLUMBIA AND ONTARIO

(the Jurisdictions)

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF APPLICATIONS

IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

FRANKLY INC.

(the Filer)

DECISION

Background

1 The securities regulatory authority or regulator in each of the Jurisdictions (each, a Decision Maker) has received an application from the Filer for a decision under the securities legislation of the Jurisdictions (the Legislation) exempting the Filer from the requirement in section 3.2 and 3.3 of National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards (NI 52-107) that financial statements, other than acquisition statements, be prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises and, if applicable, audited in accordance with Canadian GAAS, and exempting the Filer from the requirement in section 1.1 of National Instrument 51-102 Continuous Disclosure Obligations (NI 51-102) (in the definition of MD&A) that management’s discussion and analysis be prepared in accordance with the form of 51-102F1 (Canadian MD&A Form) with respect to the financial statements for the year ended December 31, 2016 and the interim period ended March 31, 2017 and the management’s discussion and analysis prepared for those periods (collectively, the Exemptions Sought).

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the British Columbia Securities Commission is the principal regulator for this application;

(b) the Filer has provided notice that section 4.7(1) of Multilateral Instrument 11-102 Passport System (MI 11-102) is intended to be relied upon in Alberta; and

(c) the decision is the decision of the principal regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

2 Terms defined in National Instrument 14-101 Definitions, NI 52-107, NI 51-102 and MI 11-102 have the same meaning if used in this decision, unless otherwise defined.

Representations

3 This decision is based on the following facts represented by the Filer:

1. the Filer is a company continued pursuant to the Business Corporations Act (British Columbia) on July 11, 2016;

2. the Filer’s head office is located at 333 Bryant Street, Suite 310, San Francisco, CA 94107;

3. the Filer's registered office is located at 2900-550 Burrard Street, Vancouver, British Columbia, V6C 0A3;

4. the primary business of the Filer is to provide an integrated software platform to broadcasters and media companies which use this technology to get their content onto multiscreen devices, increase social interaction on those multiscreen experiences, and enable digital advertising;

5. the Filer is a reporting issuer in British Columbia, Alberta and Ontario and is not in default of securities legislation in any jurisdiction;

6. the common shares of the Filer are listed on the TSX Venture Exchange Inc. under the symbol “TLK”;

7. the Filer’s financial year end is December 31;

8. all of the executive officers and the majority of the directors of the Filer are resident in the United States; no directors or officers are resident in Canada;

9. the vast majority of the consolidated assets of the Filer are located in the United States through two operating subsidiaries;

10. the business of the Filer is administered principally in the United States;

11. the majority of the Filer’s outstanding voting securities are directly or beneficially held by residents of the United States or countries other than Canada;

12. on November 14, 2016, the Filer filed a registration statement on Form S-1 (the Form S-1) with the U.S. Securities and Exchange Commission (the SEC), which was subsequently amended on January 11, 2017, February 1, 2017, April 18, 2017, May 11, 2017, May 19, 2017, May 22, 2017, June 2, 2017, June 16, 2017, and June 27, 2017 in response to comments of the SEC and to reflect changes in terms of the offering and the adding of another underwriter;

13. the audited financial statements for the fiscal years ended December 31, 2016 and December 31, 2015 prepared in accordance with U.S. GAAP and audited in accordance with U.S. PCAOB GAAS were included with the amendment to the Form S-1 filed on April 18, 2017 (the April S-1 Amendment);

14. the Filer has filed the Form S-1, as amended, with the SEC in order to register its common shares under the Securities Act of 1933, as amended (the 1934 Act), to conduct an initial public offering of its common shares in the United States and list its common shares on The Nasdaq Capital Market, and upon the effectiveness of the Form S-1, as amended, will become subject to the periodic reporting requirements to file reports with the SEC under the 1934 Act;

15. the Filer has settled all comments on the Form S-1, as amended, provided to date by the SEC;

16. on March 30, 2017, the securities regulatory authority or regulator in British Columbia and Ontario issued a decision (the Initial Order) granting relief substantially similar to the Exemptions Sought (the Existing Relief);

17. in accordance with the terms and conditions of the Existing Relief, the Filer has filed:

(a) financial statements for the year ended December 31, 2016 and the interim period ending March 31, 2017, prepared in accordance with U.S. GAAP and audited in accordance with U.S. PCAOB GAAS, as applicable; and

(b) the related management’s discussion and analysis prepared in accordance with Item 303 of Regulation S-K under the 1934 Act, on SEDAR;

18. under the terms of the Existing Relief, if the Filer does not become an SEC Issuer by June 30, 2017, the Filer will be required to re-file on SEDAR:

(a) the financial statements for the year ended December 31, 2016 and the interim period ending March 31, 2017, prepared in Canadian GAAP applicable to publicly accountable enterprises and audited in accordance with Canadian GAAS, as applicable;

(b) the related management’s discussion and analysis in the Canadian MD&A Form; and

19. at the time of the Initial Order, the Filer anticipated that it would become an SEC Issuer by June 30, 2017;

20. as a result of delays associated with the modification of the terms for its public offering of shares in the United States, the addition of a co-lead underwriter to manage the offering and ongoing communications with debtholders, the Filer no longer expects that it will become an SEC Issuer by June 30, 2017 but it is expected that it will become an SEC Issuer by no later than August 15, 2017;

21. the Exemptions Sought will extend the deadline of the Existing Relief such that the Issuer is required to make the filings described in paragraph 18 if the Filer does not become an SEC issuer by August 15, 2017; and

22. the Filer submits that the Exemptions Sought would not be prejudicial to the public interest.

Decision

4 Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for such Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Existing Relief is revoked and the Exemptions Sought are granted provided that, if the Filer does not become an SEC Issuer by August 15, 2017, the Filer will immediately re-file on SEDAR:

(a) the financial statements for the year ended December 31, 2016 and the interim period ending March 31, 2017, prepared in accordance with Canadian GAAP applicable to publicly accountable enterprises and audited, as applicable, in accordance with Canadian GAAS;

(b) the related management’s discussion and analysis in the Canadian MD&A Form; and

“John Hinze”

Director, Corporate Finance

British Columbia Securities Commission