BBTV Files Final Prospectus and Announces Pricing of Initial Public Offering

·4-min read

/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

BBTV Holdings Inc. ("BBTV Holdings", "BBTV" or the "Company") announced today that it has obtained a receipt for its final prospectus filed with the securities regulatory authorities in each of the provinces and territories of Canada and has entered into an underwriting agreement for its previously announced initial public offering of subordinate voting shares (the "Offering"). Pursuant to the Offering, BBTV will issue an aggregate of 10,775,000 subordinate voting shares at a price of C$16.00 per share, for total gross proceeds of C$172,400,000.

The underwriters of the Offering have also been granted an over-allotment option (the "Over-Allotment Option") to purchase up to an additional 1,077,500 subordinate voting shares at a price of C$16.00 per share for additional gross proceeds of C$17,240,000 if the Over-Allotment Option is exercised in full. The Over-Allotment Option can be exercised for a period of 30 days from the closing date.

The Offering is being underwritten by a syndicate of underwriters led by Canaccord Genuity Corp. and Scotia Capital Inc., as joint active bookrunners (the "Lead Underwriters"), and also including CIBC Capital Markets, as bookrunner, BMO Capital Markets, Eight Capital, Stifel GMP, Cormark Securities Inc. and PI Financial Corp. (collectively with the Lead Underwriters, the "Underwriters").

Clark Wilson LLP and Torys LLP are acting as legal counsel to BBTV Holdings and Norton Rose Fulbright Canada LLP is acting as legal counsel to the Underwriters.

The Toronto Stock Exchange ("TSX") has conditionally approved the listing of the subordinate voting shares, subject to fulfilling customary TSX requirements. The closing of the Offering is expected to occur on October 28, 2020, subject to customary closing conditions, at which point the subordinate voting shares will commence trading on the TSX under the symbol "BBTV".

A copy of the final prospectus for the Offering is available on SEDAR at www.sedar.com.

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 jurisdiction in which such offer, solicitation or sale would be unlawful.

The securities under the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or the securities laws of any state of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account of benefit of, U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act), except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or solicitation of an offer to buy any of these securities in any jurisdiction in which the offering or sale is not permitted.

About BBTV

BBTV is a media and technology company headquartered in Vancouver, Canada. BBTV is an enabling platform with a stated mission of advancing the world through the democratization of content. From individual content creators to global media companies, BBTV monetizes the media of content owners through end-to-end management, distribution and monetization solutions, powered by its innovative VISO Platform, including related proprietary technology, while allowing content owners to focus on their core competency – content creation. In June 2020, BBTV had the second most unique monthly viewers of digital platforms with 596 million globally, who consumed more than 54 billion minutes of video content, the most among media companies.* www.bbtv.com

* Calculations and classifications made by BBTV based on data from Comscore contained in Comscore’s "Top 12 Countries = June 2020 comScore Video Metrix Media Trend - Multi-Platform - Top 100 Video Properties Report."

Forward-Looking Statements

This press release may contain forward‐looking information within the meaning of applicable securities legislation, including statements with regards to the closing of the Offering, which 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, failure to complete the Offering and related transactions, and the factors discussed under "Risk Factors" in the final prospectus of the Company dated October 22, 2020. 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20201023005089/en/

Contacts

BBTV Holdings
Media:
Dan Gamble, Head of PR and Corporate Communications
dgamble@bbtv.com
+1 778 873 0422

Investors:
ir@bbtv.com