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BBTV HOLDINGS INC. $172,400,000 10,775,000 Subordinate Voting Shares

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BBTV HOLDINGS INC. $172,400,000 10,775,000 Subordinate Voting Shares No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. These securities 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 prospectus 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. See “Plan of Distribution”. PROSPECTUS Initial Public Offering October 22, 2020 BBTV HOLDINGS INC. $172,400,000 10,775,000 Subordinate Voting Shares This prospectus qualifies the distribution (the “Offering”) of an aggregate of 10,775,000 subordinate voting shares (the “Offered Shares”) of BBTV Holdings Inc. (“we” or “BBTV Holdings” or the “Company”), at a price of $16.00 per Offered Share (the “Offering Price”). We will use the net proceeds from the Offering as described in this prospectus. See “Use of Proceeds”. 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 World Markets Inc., as bookrunner, BMO Nesbitt Burns Inc., Eight Capital, Stifel GMP, Cormark Securities Inc. and PI Financial Corp. (collectively with the Lead Underwriters, the “Underwriters”). Immediately following the closing of the Offering (the “Closing”), we intend to complete a series of transactions through which we will acquire, directly and indirectly, all of the issued and outstanding securities of BroadbandTV Corp. (“BBTV”) and we will carry on the business of BBTV as the business of the Company. Headquartered in Vancouver, Canada, BBTV is an enabling platform with a stated mission of advancing the world through the democratization of content. BBTV supports greater meaningful, access to content by providing a unique technology platform with value-add solutions for content owners of any size to build, distribute, manage and monetize their content. See “Business of BBTV”. Price: $16.00 per Offered Share There is currently no market through which the Offered Shares may be sold and purchasers may not be able to resell the Offered Shares purchased under this prospectus. This may affect the pricing of the Offered Shares in the secondary market, the transparency and availability of trading prices, the liquidity of the Offered Shares, and the extent of issuer regulation. See “Risk Factors”. Our subordinate voting shares (“Subordinate Voting Shares”) have been conditionally approved for listing on the Toronto Stock Exchange (“TSX”) under the symbol “BBTV”. Listing is subject to the final approval of the TSX in accordance with its original listing requirements. i ADVANCING THE WORLD THROUGH THE MANAGEMENT, DISTRIBUTION AND MONETIZATION OF CONTENT ~2hrs DIGITAL TV RADIO PRINT OTHER Average time spent per day with major media U.S. adults, 2012 - 2018 (Hours) (a) (a) Source: E-Strategy Trends via data from eMarketer, Time Spent with Media Report https://trends.e-strategyblog.com/2016/08/17/average-daily-time-spent-with-media-2012-2018/27435 EMPOWERING CONTENT OWNERS DEMOCRATIZING CONTENT AT SCALE UNIQUE END-TO-END SOLUTION FOR CONTENT OWNERS BBTV IS AN INTEGRAL PART OF GLOBAL CONTENT CONSUMPTION PLATFORM: MEDIA COMPANIES: SCALE ENGAGEMENT REVENUE FROM PLUS SOLUTIONS watch time Direct Ad Sales, Content Management and approximately of nearest Mobile Gaming Apps competitor facebook’s of Google’s unique video unique video REVENUE FROM viewers viewers BASE SOLUTIONS Tech-enabled scalable growth driving expanded monetization LEADING SERVICES Unique Monthly Video Viewers For Top 12 Countries (Millions) Monthly Watch Time For Top 12 Countries (Billions of Minutes) 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”; Top 12 countries represent ~50% of world’s digital population PROPRIETARY TECH video assets(a) BBTV combines quality content with diverse & valuable 24.5M audiences to drive powerful monetization opportunities new videos licensed >400K each month(b) (a) June 2020 excluding our top two Content Owners (b) Last six months, August 2020 VALUE INCREASE FOR CONTENT OWNERS By working with BBTV, Content Owners are able to scale their audience and monetization. GLOBAL SCALE AND DIVERSIFICATION WITHOUT BBTV WITH BBTV average value increase for video views retention (b) ~18% independent content owners (a) ~94% GLOBAL average value increase for enterprise content owner OPERATIONS GLOBAL ~29% enterprise content owners (a) ~91% retention(b) Local presence in DIVERSIFIED 28 COUNTRIES AUDIENCE Solutions in VIEWS BY LANGUAGE 10 LANGUAGES $ LTM June 2020 CONTENT OWNER $ $ $ $ $ $ REVENUES BY CONTENT OWNER Audience MANAGEMENT CONTENT DISTRIBUTION OWNER MONETIZATION MINIMAL CONTENT OWNER VERTICAL Audience CONCENTRATION DIVERSIFICATION VIEWS BY VERTICAL THOUSANDS of content owners (a) the average increase in the amounts paid to our content owners under contract with BBTV from Fiscal 2018 to Fiscal 2019 H1 2020 LTM June 2020 (b) LTM June 2020 PROVEN SCALABLE GROWTH VIEWS REVENUE (BILLIONS) (C$ MILLIONS) “Views” has the meaning ascribed thereto under “Non IFRS Measures and Industry Metrics – Industry Metrics” HIGHLY SCALABLE REVENUE STREAMS Scale organic revenue streams across GROWTH STRATEGY Base and Plus Solutions SUPPORTING HIGH-MARGIN TECHNOLOGICAL INNOVATION Continously innovate and expand tech REVENUE EXPANSION solutions for content owners PLATFORMS, MARKETS & VERTICALS Expand to new platforms, geo markets and verticals, and increase presence in existing ones MERGERS & ACQUISITIONS Further empower organic growth opportunities through M&A An investment in the Offered Shares is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” before purchasing the Offered Shares. Price to the Underwriters’ Proceeds to the Public(1) Fee(2) Company(3) Per Offered Share …………………………………………………………………. $16.00 $0.83 $15.17 Total Offering(4)…………………………………………………………………….. $172,400,000 $8,919,000 $163,481,000 (1) The Offering Price has been determined by negotiation between us and the Underwriters. (2) Assuming the President’s List (as defined herein) is fully subscribed for and no Underwriters’ Fee applicable to $17.5 million in subscriptions by the Margin Loan Borrowers (as defined herein). (3) We will pay the expenses associated with the Offering, which, not including the Underwriters’ Fee, will be approximately $2,709,486, resulting in aggregate net proceeds to the Company of $160,771,514. We have also agreed to reimburse the Underwriters for their reasonable expenses in connection with the Offering. See “Use of Proceeds” and “Plan of Distribution”. (4) We have granted the Underwriters an option (the “Over-Allotment Option”), exercisable, in whole or in part, at any time for a period of 30 days after the Closing Date (as defined herein), to purchase up to an additional 10% of the aggregate number of Offered Shares issued under the Offering on the same terms as set forth above solely to cover over-allotments, if any, and for market stabilization purposes. If the Over-Allotment Option is exercised in full, the total “Price to the Public”, “Underwriters’ Fee” and “Net Proceeds to the Company” will be $189,640,000, $9,953,400 and $179,686,600, respectively. This prospectus also qualifies the grant of the Over-Allotment Option and distribution of the Offered Shares issuable upon the exercise of the Over-Allotment Option. A purchaser who acquires Offered Shares forming part of the Underwriters’ over-allocation position acquires such Offered Shares under this prospectus, regardless of whether the Underwriters’ over-allocation position is ultimately filled through the exercise of the Over- Allotment Option or secondary market purchases. See “Plan of Distribution”. Upon Closing, the Company will have two classes of issued and outstanding voting shares: Subordinate Voting Shares and multiple voting shares (“Multiple Voting Shares”, and together with the Subordinate Voting Shares, the “Shares”). The Subordinate Voting Shares are “restricted securities” within the meaning of such term under applicable Canadian securities laws. The Subordinate Voting Shares and the Multiple Voting Shares are substantially identical with the exception of the multiple voting rights and conversion rights attached to the Multiple Voting Shares. Each Subordinate Voting Share is entitled to one vote and each Multiple Voting Share is entitled to ten votes on all matters upon which the holders of Shares are entitled to vote, and the holders of Subordinate Voting Shares and Multiple Voting Shares will vote together on all matters subject to a vote of Shares as if they were
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