BBTV BBTV Holdings Inc

/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./

VANCOUVER, BC, June 15, 2021 /CNW/ - BBTV Holdings Inc. (TSX: BBTV) (OTCQX: BBTVF) ("BBTV" or the "Company"), further to its news releases on May 26, 2021 and June 2, 2021, is pleased to announce that it has completed its previously announced bought deal public offering and private placement offering issuing an aggregate of 37,270 7% unsecured convertible debentures (the "Convertible Debentures") of the Company at a price of $1,000 per Convertible Debenture for aggregate gross proceeds of $37,270,000.

Of the total number of Convertible Debentures issued, 17,270 were issued in a short form prospectus offering on a "bought deal" basis pursuant to an underwriting agreement, including 2,250 Convertible Debentures issued pursuant to the exercise of an over-allotment option (the "Bought Deal") and the remaining 20,000 were issued on a private placement basis to a "long only" fund, owned by a trillion-dollar asset manager (together with the Bought Deal, the "Offering"). The Bought Deal included participation from the Company's management team, employees and board, including the CEO. This is in addition to the CEO and the lead Director contributing more than 10% of the IPO round in October, 2020 of $17.5 million.

The Company intends to use the net proceeds of the Offering for working capital, including organic growth initiatives, potential M&A transactions and to pay down the Company's existing secured debt.

"We are very pleased to upsize and close the full financing plan we unveiled a few weeks ago.  This financing package provides significant strength to our balance sheet and enables us to pursue organic and inorganic growth initiatives integral to our strategic business plan," said Shahrzad Rafati, Chairperson and CEO of BBTV. "We are grateful and delighted to welcome a number of new institutional investors including a large Canadian trillion-dollar asset manager who has acquired our notes within a 'long only' fund.  We view the strong support we've received as validation of our efforts to help creators all over the world grow and engage with audiences and ultimately achieve greater financial success." 

Terms of the unsecured Convertible Debentures issued today, include:

• Maturity date of June 15, 2026.
• 7% interest rate with the first interest payment due December 31, 2021 and annually thereafter.
• Conversion of principal at the option of holders into Subordinate Voting Shares at $10.55 per share, being a premium to the current market price.
• Conversion of principal at the option of Company after October 16, 2021 to Subordinate Voting Shares if the closing price of the Subordinate Voting Shares on the Toronto Stock Exchange (the "TSX") is greater than $20.00 for 20 consecutive days, also at $10.55 per share (a "Mandatory Conversion").  In the event of a Mandatory Conversion prior to June 15, 2024 (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's existing secured convertible loan and accrued interest thereon has been paid down by $20,000,000 and amended with the following changes:

• Maturity date extended to May 26, 2026.
• Interest rate fixed at 8% per annum (interest remains payable on the earlier of the maturity date or the date of conversion).
• If the holder elects to convert to Subordinate Voting Shares on maturity, the conversion price has been changed from a discount to fair market value to a price equal to the five day volume weighted average trading price as of the last trading day prior to maturity plus a 20% premium (conversion price on certain other triggering events remains unchanged).
• Amount outstanding reduced from $49.0M to new principal amount of $29.0M.  

Eight Capital and Canaccord Genuity Corp. acted as co-lead underwriters of the Bought Deal, 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. The Company paid the underwriters a cash commission equal to 5.0% of the gross proceeds from the Bought Deal (2.5% in respect of the gross proceeds raised from purchasers on the president's list).

It is anticipated the Convertible Debentures issued in connection with the Bought Deal will commence trading on the TSX on June 16, 2021 under the symbol "BBTV.DB".

The Bought Deal included participation from the Company's CEO, the lead Director of the Company and certain other senior officers of the Company in the aggregate of 191 Convertible Debentures. Accordingly, the Bought Deal constituted a "related party transaction" as such term is defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"), which requires that the Company, in the absence of exemptions, obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The Bought Deal is exempt from the valuation and the minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contained in section 5.5(a) and 5.7(1)(a), respectively, as the fair market value of the consideration for the Convertible Debentures issued to "related parties" is not more than 25% of the Company's market capitalization. As the material change report relating to the completion of the Bought Deal will be filed on SEDAR less than 21 days before the completion of the Bought Deal, there is a requirement under MI 61–101 to explain why the shorter period is reasonable or necessary in the circumstances. In the view of the Company, such shorter period is reasonable and necessary in the circumstances because the Company wished to complete the Bought Deal in a timely manner.

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 companies¹. (www.bbtv.com)

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 intended use of proceeds of the Offering and listing of the Convertible Debentures on the TSX. 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: 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.

BBTV-F

SOURCE BBTV Holdings Inc.