BBTV Holdings Announces Results of Shareholder Special Meeting and Securityholder Special Meeting

Rhea-AI Summary

BBTV Holdings Inc. (TSX: BBTV) announced the approval of the continuance from the jurisdiction of British Columbia to Canada and a statutory plan of arrangement under Section 192 of the CBCA involving BBTV and 15384150 Canada Inc. as purchaser. The Continuance Meeting and Arrangement Meeting, held on November 30, 2023, saw approval from shareholders and securityholders for all matters presented.

VANCOUVER, BC, Nov. 30, 2023 /PRNewswire/ - BBTV Holdings Inc. (TSX: BBTV) ("BBTV" or the "Company") is pleased to announce that at its special meeting of shareholders (the "Continuance Meeting") and its special meeting of securityholders (the "Arrangement Meeting"), both held November 30, 2023, all matters presented at the meetings were approved as referred to in the notices of meetings and information circular dated October 30, 2023.

Holders of both Multiple Voting Shares and Subordinate Voting Shares (together, the "Shareholders") were entitled to vote at the Continuance Meeting, with holders of Multiple Voting Shares entitled to ten votes per share and holders of Subordinate Voting Shares entitled to one vote per share. Shareholders approved the continuance of BBTV (the "Continuance") from the jurisdiction of British Columbia under the Business Corporations Act (British Columbia) (the "BCBCA") into the jurisdiction of Canada pursuant to Section 187 of the Canada Business Corporations Act (the "CBCA"). Shareholders approved adoption of By-law No. 1 of the Company in accordance with section 103(2) of the CBCA. At the Continuance Meeting, the Company received votes in respect of the Continuance as follows:

Resolution	Votes For		Votes Against
	#	%	#	%
Continuance  (special)	68,392,576	99.68	221,356	0.32
By-law No.1  (ordinary)	68,323,927	99.66	232,505	0.34

Following the Continuance Meeting, the Company continued from the BCBCA to the CBCA.

At the Arrangement Meeting, and as a CBCA company, holders of debentures of the Company, holders of incentive securities of the Company and Shareholders (collectively, the "Securityholders"), approved a statutory plan of arrangement (the "Arrangement") under Section 192 of the CBCA involving BBTV and 15384150 Canada Inc. as purchaser. The Company received votes in respect to the Arrangement as follows:

Resolution	Votes For		Votes Against
	#	%	#	%
All Shares and Incentive Securities  Single Class Resolution  (special)	71,206,880	97.64	1,718,715	2.36
Minority Shareholders Only  Resolution (ordinary)	4,093,073	70.43	1,718,715	29.57
All Debentures Resolution  (principal amount of Debentures)  (extraordinary)	27,592,000	92.30	2,301,000	7.70
Minority Debentureholders Only  Resolution  (principal amount of Debentures)  (ordinary)	27,542,000	92.29	2,301,000	7.71

Additional details on the voting results for matters considered at the Continuance Meeting and Arrangement Meeting are reported in the Report of Voting Results as filed on SEDAR+ (www.sedarplus.ca) filed on November 30, 2023.

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 comprehensive, end-to-end Solutions to increase viewership and drive revenue powered by its innovative technology, while allowing creators to focus on their core competency – content creation. In December 2022, BBTV had the fourth most unique monthly viewers among digital platforms with more than 600 million globally, who consumed more than 35 billion minutes of video content [1]. (www.bbtv.com)

[1] Calculations and classifications made by BBTV based on data from Comscore's "Top 12 Countries = December 2022 comScore Video Metrix Media Trend – Multi-Platform – Top 100 Video Properties Report"; Top 12 countries represent ~50% of world's digital population.

Links to SEDAR filings, conference call recordings and press releases are available on the investor website at: https://investors.bbtv.com/

For further information please contact:
Media Relations: pr@bbtv.com
Investor Relations: ir@bbtv.com

BBTV-C

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SOURCE BBTV Holdings Inc.

FAQ

What is the ticker symbol for BBTV Holdings Inc.?

The ticker symbol for BBTV Holdings Inc. is BBTV.

What was approved at the special meetings held by BBTV Holdings Inc. on November 30, 2023?

At the special meetings, shareholders approved the continuance of BBTV from the jurisdiction of British Columbia to Canada and a statutory plan of arrangement under Section 192 of the CBCA involving BBTV and 15384150 Canada Inc. as purchaser.

How many votes were received in respect of the Continuance at the meeting?

At the Continuance Meeting, the Company received 68,392,576 votes in favor of the Continuance, representing 99.68% of the votes.

Where can additional details on the voting results be found?

Additional details on the voting results can be found in the Report of Voting Results as filed on SEDAR+ (www.sedarplus.ca) filed on November 30, 2023.