BBTV HOLDINGS INC. ANNOUNCES RECEIPT FOR ITS PRELIMINARY SHORT FORM PROSPECTUS

THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Wednesday, June 2nd 2021

Vancouver, B.C.: BBTV Holdings Inc. (TSX: BBTV; OTCQX: BBTVF) (“BBTV” or the “Company”), further to its news release on May 26, 2021, is pleased to announce that it has filed, and obtained a receipt for, a preliminary short form prospectus (the “Prospectus”) with the securities regulatory authorities in each of the provinces of Canada, in connection with an offering of 7.0% unsecured convertible debentures (the “Convertible Debentures”). Pursuant to an underwriting agreement entered into among the Company, Eight Capital and Canaccord Genuity Corp. (together, the “Co-Lead Underwriters”), together with a syndicate of underwriters, including Stifel GMP, Scotia Capital Inc., CIBC Capital Markets, Cormark Securities Inc., Desjardins Capital Markets, PI Financial Corp. and Roth Canada, ULC (collectively, the “Underwriters”), the Underwriters have agreed to upsize the previously announced $15 million bought deal offering in order to accommodate a purchaser on the Company’s presidents list. Pursuant to the upsized transaction terms, the Underwriters have agreed to purchase, on a “bought deal” basis, 15,020 Convertible Debentures at a price of $1,000 per Convertible Debenture (the “Issue Price”) for gross proceeds of $15,020,000 (the “Offering”). A copy of the Prospectus is available under the Company’s profile on SEDAR at www.sedar.com.

The Company has granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Convertible Debentures issuable pursuant to the Offering, exercisable in whole or in part, at any time on or prior to the date that is 30 days following the closing of the Offering.

The Convertible Debentures will have a maturity date of five years from the closing date of the Offering (the “Maturity Date”) and will bear interest from the date of closing at 7.0% per annum, payable annually on December 31 of each year. The Convertible Debentures will be convertible, at the option of the holder, into subordinate voting shares of the Company (“Shares”) at any time prior to the close of business on the last business day immediately preceding the Maturity Date at a conversion price of $10.55 per Share (the “Conversion Price”). The Company may force the conversion of the principal amount of the then outstanding Convertible Debentures at the Conversion Price on not less than 30 days’ notice if, at any time following the date that is 4 months and 1 day following the Closing Date, the closing price of the Shares is greater than $20.00 for the preceding 20 consecutive trading days (a “Mandatory Conversion”). In the event of a Mandatory Conversion prior to the 3-year anniversary of the Closing Date (the “3-year Anniversary”), in addition to any unpaid and accrued interest, the holders of Convertible Debentures shall be entitled to an amount equal to interest that would otherwise be payable from the time of the Mandatory Conversion until the 3-year Anniversary.

The Company has applied to list the Convertible Debentures and the underlying Shares on the Toronto Stock Exchange (the “Exchange”). Listing will be subject to the Company fulfilling all of the requirements of the Exchange.

The Offering is scheduled to close on or about June 15, 2021 and is subject to certain conditions including, but not limited to, closing of the Company’s concurrent non-brokered private placement offering of a minimum of 20,000 Convertible Debentures at the Issue Price for gross proceeds of $20,000,000 and the receipt of all necessary regulatory approvals, including the approval of the Exchange.

The Prospectus contains important information relating to the Offering and has not yet become final for purposes of a distribution of securities to the public. No securities regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy these securities in any province or territory of Canada prior to the time of receipt for the final prospectus or other authorization is obtained from the securities regulatory authority in such province or territory. Copies of the Prospectus may be obtained from any of the Underwriters and will be available under BBTV Holdings’ profile on SEDAR at www.sedar.com.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the United States Securities Act of 1933, as amended, and applicable state securities laws.

BBTV HOLDINGS INC.
Per: “Shahrzad Rafati”
Shahrzad Rafati
Chief Executive Officer

About BBTV
BBTV is a global media and technology company headquartered in Vancouver, Canada. The Company’s mission is to help content creators become more successful. With creators ranging from individuals to global media brands, BBTV provides a comprehensive, end-to-end solution to increase viewership and drive revenue powered by its innovative technology, while allowing creators to focus on their core competency – content creation. In January 2021, BBTV had the second most unique monthly viewers among digital platforms with more than 600 million globally, who consumed more than 50 billion minutes of video content, the most among media companies [1]. (www.bbtv.com)

[1] Comscore’s “Top 12 Countries = January 2021 comScore Video Metrix Media Trend –Multi-Platform –Top 100 Video Properties Report”; Top 12 countries represent ~50% of world’s digital population.

Notice Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of applicable securities legislation, including statements with regards to: the exercise by the Underwriters of the over-allotment option; the listing of the Convertible Debentures on the Exchange; receipt of regulatory and Exchange approval of the Offering; the Offering and closing of the Offering and the timing thereof. Such forward looking information reflects the Company’s current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Company’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. Such risks and uncertainties include, but are not limited to: the inability of the Company to close the Offering for any reason; risks inherent in the technology, media, advertising, and creator economy sectors in general; business disruption and operation risks related to COVID-19; other factors beyond the control of the Company; and the risk factors disclosed in the Company’s periodic reports publicly filed and available at www.sedar.com. The Company does not undertake any obligation to update such forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

For further information

Media Relations
Dan Gamble
Head of PR & Corporate Communications
778-873-0422
dgamble@bbtv.com

Investor Relations
ir@bbtv.com

Ron Shuttleworth
Partner
Oak Hill Financial Inc
(647)–500–7371
rshuttleworth@oakhillfinancial.ca