15384150 Canada Inc., Shahrzad Rafati and Hamed Shahbazi entered into an arrangement agreement to acquire BBTV Holdings Inc. (TSX:BBTV) for CAD 7.7 million on October 17, 2023. Under the terms of the transaction, 15384150 Canada will acquire all of the issued and outstanding subordinate voting shares of BBTV at a price of CAD 0.375 per Subordinate Voting Share. All options, restricted share units, and performance share units (?Incentive Securities?) outstanding will be cancelled and holders of in-the-money Incentive Securities will be entitled to receive CAD 0.375 less an amount equal to any exercise price. In addition, 15384150 Canada will acquire all the issued and outstanding publicly traded unsecured convertible debentures of BBTV due June 15, 2026, at a price of CAD 100 per CAD 1,000 principal amount of debentures. The transaction will be funded through a New term loan in the aggregate principal amount of CAD 40 million, 15384150 Canada, Shahrzad Rafati, Chief Executive Officer and a director of BBTV, and Hamed Shahbazi, a director of BBTV will provide CAD 5 million personal guarantee of the debt facilities. Following the transaction, BBTV Holdings Inc. and 15384150 Canada Inc. will amalgamate to form an amalgamated company with the same name as BBTV. In the event the transaction does not consummate, a termination fee equal to CAD 350,000 is payable by BBTV to 15384150 Canada and a reverse termination fee of CAD 500,000 is payable by 15384150 Canada to BBTV.

The transaction is subject to approval by BBTV shareholders, Court approval and is also cross-conditional with the advance of the New Loan and the refinancing of the MEP Loan. The Board of Directors of BBTV unanimously approved the transaction, pursuant to the unanimous recommendation of the Special Committee. The Special Committee is led by John Kim and composed of two other independent directors of BBTV. The transaction is expected to close on or about November 30, 2023.

Clark Wilson LLP is acting as legal advisor to BBTV and Borden Ladner Gervais LLP is acting as Canadian independent legal advisor to the Special Committee. PI Financial Corp. is acting as financial advisor to the Special Committee. Evans & Evans, Inc. is acting as fairness opinion provider to BBTV and Owens, Wright LLP is acting as legal advisor to 15384150 Canada Inc.