15384150 Canada Inc., Impactreneur Capital Corp., Shahrzad Rafati and Hamed Shahbazi entered into an arrangement agreement to acquire BBTV Holdings Inc. (TSX:BBTV) for CAD 8.4 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. Post acquisition, BBTV Holdings will go private. 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. Following completion of the arrangement, the Subordinate Voting Shares and Debentures will be de-listed from the TSX, the Subordinate Voting Shares will cease to be quoted on the OTCQX, and an application will be made for the Company to cease to be a reporting issuer in the applicable jurisdictions.

The transaction is subject to approval by BBTV shareholders, Court approval, final approval of the TSX, Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding Subordinate Voting Shares 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. As of November 30, 2023, the shareholders of BBTV approved the transaction. As of December 14, 2023, the Supreme Court of British Columbia issued a final order approving the previously announced going-private transaction by way of a statutory plan of arrangement under section 192 of the Canada Business Corporations Act. The transaction is expected to close on or about November 30, 2023. As of December 14, 2023, the Arrangement is expected to close in or about the next 10 days.

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 will receive a fee of CAD 0.0075 million for its services and Owens, Wright LLP is acting as legal advisor to 15384150 Canada Inc. Computershare acted as depositary and information agent to BBTV Holdings.

15384150 Canada Inc., Impactreneur Capital Corp., Shahrzad Rafati and Hamed Shahbazi completed the acquisition of BBTV Holdings Inc. (TSX:BBTV) on January 9, 2024. The Subordinate Voting Shares and Debentures are anticipated to be de-listed from the TSX following the close of markets on or about January 11, 2024, and the Subordinate Voting Shares were de-listed from the OTCQX on December 31, 2023. In addition, BBTV has pre-filed an application to cease to be a reporting issuer under applicable Canadian securities laws.