Securities Law & Instruments

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the British Columbia Business Corporations Act.

Statutes Cited

Business Corporations Act, R.S.O. 1990, c.B.16, as am., s. 181.

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

Regulations Cited

Regulation made under the Business Corporations Act, Ont. Reg. 289/00, as am., s. 4(b).

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

IN THE MATTER OF R.R.O. 1990, REGULATION 289/00, AS AMENDED (THE "REGULATION") MADE UNDER THE BUSINESS CORPORATIONS ACT (ONTARIO), R.S.O. 1990, c. B.16, AS AMENDED (THE "OBCA") AND IN THE MATTER OF FRANKLY INC.

CONSENT (Subsection 4(b) of the Regulation)

UPON the application of Frankly Inc. (the "Corporation") to the Ontario Securities Commission (the "Commission") requesting the consent (the "Consent") of the Commission pursuant to subsection 4(b) of the Regulation for the Corporation to continue to another jurisdiction pursuant to Section 181 of the OBCA;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Corporation having represented to the Commission that:

1. The Corporation was incorporated under the Business Corporations Act (Ontario) by certificate of incorporation effective on June 7, 2013 under the name WB III Acquisition Corp. On December 22, 2014, the Corporation changed its name to Frankly Inc.

2. The Corporation's head office is located at 333 Bryant Street, Suite 240, San Francisco, California, 94107 and the registered office is located at 5 Hazelton Avenue, Suite 300, Toronto, Ontario, M5R 2E1.

3. The authorized share capital of the Corporation consists of an unlimited number of common shares (the "Common Shares") and an unlimited number of Class A Restricted Voting Shares (the "Restricted Voting Shares") of which 21,998,304 Common Shares and 10,095,027 Restricted Voting Shares were issued and outstanding as of May 31, 2016.

4. The Corporation's issued and outstanding Common Shares are listed for trading on the TSX Venture Exchange (the "TSXV") under the symbol "TLK". The Corporation does not have any securities listed on any other exchange except the TSXV.

5. The Corporation proposes to make an application to the Director pursuant to Section 181 of the OBCA (the "Application for Continuance") for authorization to continue into the Province of British Columbia under the Business Corporations Act (British Columbia) (the "BCBCA"). The Corporation intends to keep its current name and trading symbol. The Corporation has a name reservation granted by the Registrar of Companies, British Columbia in the name "Frankly Inc.", under name reservation number NR 8487109.

6. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent of the Commission.

7. The Corporation is an offering corporation under the provisions of the OBCA and is a reporting issuer within the meaning of the Securities Act, R.S.O. 1990, c. s. 5, as amended (the "OSA") and within the meaning of the Securities Act (British Columbia), R.S.B.C. 1996, c. 418 (the "BCSA") and the Securities Act (Alberta), R.S.A. 2000, c. S-4 (the "ASA"). The Corporation intends to remain a reporting issuer in Ontario, British Columbia and Alberta after the Continuance. The Corporation is not a reporting issuer or equivalent in any other jurisdiction.

8. The Commission is the Corporation's principal regulator. Following the Continuance, the British Columbia Securities Commission will become the Corporation's principal regulator.

9. The Corporation is not in default under any provision of the OBCA, the OSA, the BCSA or the ASA or the regulations or rules made thereunder and is not in default under any rules, regulations or policies of the TSXV.

10. The Corporation is not a party to any proceeding or, to the best of its knowledge, information and belief, any pending proceeding under the OBCA, OSA, BCSA or the ASA.

11. A summary of the material provisions respecting the proposed Continuance was provided to the shareholders of the Corporation ("Shareholders") in the management information circular of the Corporation dated May 31, 2016 (the "Circular") in respect of the Corporation's annual general and special meeting of shareholders held on June 30, 2016 (the "Meeting"). The Circular was mailed to Shareholders of record at the close of business on May 24, 2016 and was filed on the System for Electronic Document Analysis and Retrieval on June 9, 2016.

12. In accordance with the OBCA, the special resolution of Shareholders obtained at the Meeting in connection with the proposed Continuance (the "Continuance Resolution") required the approval of a minimum majority of 66 2/3% of the aggregate votes cast by Shareholders present in person or by proxy at the Meeting. Each Shareholder was entitled to one vote for each Common Share and Restricted Voting Share held.

13. Shareholders had the right to dissent with respect to the proposed Continuance pursuant to Section 185 of the OBCA, and the Circular disclosed full particulars of this right in accordance with applicable law.

14. The Continuance Resolution was approved at the Meeting by 73.92% of the votes cast by Shareholders in respect of the Continuance Resolution. None of the Shareholders exercised dissent rights pursuant to section 185 of the OBCA.

15. Following completion of the Continuance, the registered office of the Corporation will be located in British Columbia and the head office of the Corporation will remain in California.

16. The Corporation believes that the BCBCA will provide the Corporation with greater flexibility than the OBCA with respect to directors as the BCBCA does not have a requirement that any of the directors be Canadian residents. Full disclosure of the reasons for and implications of the proposed Continuance were included in the Circular.

17. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Corporation as a corporation under the BCBCA.

DATED this 8th day of July, 2016.

"Janet Leiper"
Commissioner
Ontario Securities Commission
 
"Tim Moseley"
Commissioner
Ontario Securities Commission