Sigma Lithium — Interim / Quarterly Report 2020

Feb 13, 2026

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Condensed Interim Financial Statements (Unaudited)

For the three and nine-month periods ended September 30, 2020

(expressed in Canadian dollars)

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Interim Statements of Financial Position (Unaudited)

As at September 30, 2020 and December 31, 2019

(expressed in Canadian dollars)

	September 30, 2020 \$	December 31, 2019 \$
Assets
Current assets
Cash	204,426	78
Other receivables	41,973	3,513
Prepaid expenses (Note 4)	778,800
Total assets	1,025,199	3,591
Liabilities and Shareholders' Deficiency
Current liabilities
Accounts payable and accrued liabilities (Note 5)	1,699,653	250,981
Non-current liabilities
Convertible note (Note 6)	257,857	-
Derivative financial instrument (Note 6)	302,912	-
Total liabilities	2,260,422	250,981
Shareholders' Deficiency
Share capital (Note 7)	2	1
Deficit	(1,235,225)	(247,391)
Total shareholders' deficiency	(1,235,223)	(247,390)
Total liabilities and shareholders' deficiency	1,025,199	3,591

Subsequent events (Note 13)

Approved by the Board of Directors

Signed: "Shahrzad Rafati" - Director

Signed: "Hamed Shahbazi" - Director

The accompanying Notes are an integral part of these condensed interim financial statements.

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Interim Statements of Operations and Comprehensive Loss (Unaudited)

For the three and nine-month periods ended September 30, 2020 and for the period from incorporation on July 17, 2019 to September 30, 2019

(expressed in Canadian dollars)	Three months ended September 30, 2020 \$	Nine months ended September 30, 2020 \$	Period from incorporation on July 17, 2019 to September 30, 2019 \$
Revenue (Note 12)	-	(193,884)	-
Expenses
General and administration (Note 10)	234,618	249,920	50,492
Operating loss	(234,618)	(443,804)	(50,492)
Non-operating expenses Foreign exchange loss Loss on derivative financial instrument Interest expense Transaction-related costs	- 14,077 18,468 496,887	10,669 14,973 19,796 498,592	- - - -
	529,432	544,030	-
Loss before income taxes	(764,050)	(987,834)	(50,492)
Provision of income taxes	-	-	-
Loss and other comprehensive loss for the periods	(764,050)	(987,834)	(50,492)
Basic and diluted loss per share (Note 8)	(764,050)	(987,834)	(50,492)
Weighted average number of multiple voting shares outstanding Basic and diluted	1	1	1

The accompanying Notes are an integral part of these condensed interim financial statements.

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Interim Statements of Changes in Deficiency (Unaudited)

For the nine-month period ended September 30, 2020 and for the period from incorporation on July 17, 2019 to September 30, 2019

(expressed in Canadian dollars)

	Share capital \$	Deficit \$	Total \$
Share issuance on the date of incorporation (July 17, 2019)	1	-	1
Loss for the period	-	(50,492)	(50,492)
Balance - September 30, 2019	1	(50,492)	(50,491)
Balance - December 31, 2019	1	(247,391)	(247,390)
Share issuance during the period	1	-	1
Loss for the period	-	(987,834)	(987,834)
Balance - September 30, 2020	2	(1,235,225)	(1,235,223)

The accompanying Notes are an integral part of these condensed interim financial statements.

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Interim Statement of Cash Flows (Unaudited)

For the nine-month period ended September 30, 2020 and for the period from incorporation on July 17, 2019 to September 30, 2019

(expressed in Canadian dollars)

	Nine months ended September 30, 2020 \$	Period from incorporation on July 17, 2019 to September 30, 2019 \$
Cash flows used in operating activities Loss for the period Items not affecting cash Loss on derivative financial instrument	(987,834)	(50,492)
Interest expense	14,973 19,796
Operating cash flows before movements in working capital	(953,065)	(50,492)
Changes in non-cash working capital Other assets Accounts payable and accrued liabilities	(817,260) 1,448,672	(2,502) 52,994
Net cash used in operating activities	(321,653)	-
Cash flows from financing activities Proceeds from share issuance Proceeds from convertible note (Note 6)	526,000	- -
Net cash generated from financing activities	526,001	-
Net increase in cash and cash equivalents	204,348	-
Cash and cash equivalents - Beginning of period	78	-
Cash and cash equivalents - End of period	204,426	-

The accompanying Notes are an integral part of these condensed interim consolidated financial statements.

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

1. Incorporation, principal activities and liquidity

BBTV Holdings Inc. ("BBTV Holdings" or the "Company") was incorporated under the British Columbia Business Corporations Act on July 17, 2019 as Canara Media Tech Corp. It changed its name to BBTV Holdings Inc. on September 28, 2020. The address of its registered office is 1205 Melville street, Vancouver, BC, Canada, V6E 0A6.

The principal business of the Company consists of making strategic investments in businesses involved in the digital media and technology industry including a plan to acquire and operate BroadbandTV Corp ("BBTV").

As at September 30, 2020, the Company had a working capital deficiency of \$674,454 compared to a working capital deficiency of \$247,390 as at December 31, 2019.

As part of the Company's efforts to raise capital for the acquisition of BBTV and working capital management, the Company raised \$172,400,000 through an initial public offering (IPO) of subordinate voting shares on October 28, 2020 (Note 13). Net proceeds after the acquisition of BBTV and transaction costs are expected to be \$1,285,234. Management believes the Company's cash on hand as at September 30, 2020, plus net proceeds from the IPO will provide sufficient liquidity to meet its working capital requirements as well as its financial obligations for at least the next twelve months.

2. Basis of preparation

These condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") applicable to the preparation of interim financial statements, including International Accounting Standard ("IAS") 34, Interim Financial Reporting, as issued by the International Accounting Standards Board ("IASB"). There are no material changes to the Company's significant accounting policies during the three and nine-month periods ended September 30, 2020 as compared to the significant accounting policies described in the Company's annual financial statements for the year ended December 31, 2019. Certain information and disclosures have been omitted or condensed and therefore these condensed interim financial statements should be read together with the Company's audited financial statements and notes thereto for the fiscal year ended December 31, 2019.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Although these estimates are based on management's best knowledge of current events and conditions, actual results could differ from these estimates. In preparing these condensed interim financial statements, the areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the condensed interim financial statements are the same as those applied and described in the Company's audited annual consolidated financial statements for the year ended December 31, 2019 and additionally as follows:

Valuation of Derivative Financial Instruments

In measuring the fair value of its embedded derivatives, the Company uses judgement to determine key assumptions used in the valuation model, specifically with respect to the probability of conversion of unsecured

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

convertible promissory notes into equity in different time periods, credit spread and CAD Libor risk-free rate. (Note 6)

These condensed interim financial statements were approved by the Board of Directors for issue on November 12, 2020.

3. Significant accounting policies

The accounting policies disclosed in the condensed interim financial statements for the nine-month period ended September 30, 2020 include only significant changes occurring following the last fiscal year ended December 31, 2019.

Changes in accounting policies

The Company adopted the following new accounting standards.

Amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors

The Company adopted the amendments to IAS 1 and IAS 8 with a date of initial application of January 1, 2020. The amendments were made to refine the definition of material in IAS 1 and align the definitions used across IFRS Standards and other publications. The concept of 'obscuring' material information with immaterial information has been included as part of the new definition and the threshold for materiality influencing users has been changed from 'could influence' to 'could reasonably be expected to influence'. These amendments did not have a material impact on the Company's financial statements or disclosures.

Accounting standards and amendments issued but not yet adopted

A number of new standards are effective for the annual period beginning on or after January 1, 2021 and earlier application is permitted. The Company does not expect these standards to have a material impact on its condensed interim consolidated financial statements and plans to adopt the new standards on the required effective date.

4. Prepaid expense

Prepaid expense consists of all transaction costs for the Initial Public Offering (IPO) such as legal fees and accountants' fees.

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

5. Accounts payable and accrued liabilities

	September 30, 2020 \$	December 31, 2019 \$
Trade payables* Accruals	899,451 800,202	114,650 136,331
	1,699,653	250,981

^*Amounts due to related parties are included in this line (Note 9)

6. Convertible notes

On June 11, 2020, the Company entered into an agreement to offer up to \$600,000 of unsecured convertible promissory notes (the "Notes") to the Chief Executive Officer and other investors. The Company issued Notes of \$250,000 in the first round on June 22, 2020 and \$276,000 in the second round on September 1, 2020. The Notes mature in three years from the date of issuance and bear interest at a rate of 5% per annum for the first year, then subsequently increase thereafter to 7% per annum for the second year, and then subsequently increase thereafter to 8% per annum for so long as any principal amount remains outstanding.

Unless the Notes are earlier repurchased or converted into shares of the Company in accordance with their terms, on the maturity date, BBTV Holdings will repurchase and retire the Notes by paying an amount equal to: (i) all outstanding principal, plus (ii) all accrued and unpaid interest, plus (iii) an additional amount equal to 20% of the outstanding principal and all accrued and unpaid interest.

The Notes will automatically be converted into subordinate voting shares that each carry with them one vote per share, except in the case of the Notes held by the Chief Executive Officer, which shall be convertible into multiple voting shares that each carry with them ten votes per share. Subject to certain conditions, such conversion shall be automatic upon a "Going Public Transaction" which includes events such as initial public offering, reverse takeover transaction or any other transactions that results in equity securities of the Company or any direct or indirect successor corporation being listed on certain stock exchanges such as the Toronto Stock Exchange, at a discount to the offering price of the subordinate voting share. The Discount will be 20% if the conversion is before the 6 months anniversary of the issue date, 25% if conversion is on or after the 6 months anniversary but before the 1st anniversary of the issue date and 30% if conversion is after the 1st anniversary of the issue date.

The Notes are considered hybrid instruments which contain a non-derivative debt host liability and an embedded derivative consisting of a holder's conversion option. The embedded derivative is recorded separately from the host liability as its characteristics and risks are not clearly and closed related to those of the host contract. The embedded derivatives do not meet the criteria for equity classification under IFRS and are initially measured at fair value; subsequent changes in fair value are recorded through profit and loss (FVTPL). The debt host liability is classified as financial liability and on initial recognition recorded at the residual transaction value. Subsequent to initial recognition, the debt host liability is measured at amortized cost and accreted to its face value over the term of the Notes using the effective interest rate method. Accretion expense of \$18,468 and \$19,796 was recorded as interest expense during the three and nine months ended September

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

30, 2020 in the statement of operations and comprehensive loss, calculated using an effective interest rate of 47.08% on Notes issued on June 22, 2020 and 48.12% on Notes issued on September 1, 2020.

Valuation

The embedded derivative was measured first at its fair value on the date of initial recognition upon the release of proceeds to the Company and recorded separately. The debt host liability was measured at the residual value after deducting the fair value attributable to the embedded derivative from the total transaction price of the Notes. The proceeds from the Notes were bifurcated between the host debt liability and the derivative component on their respective dates of initial recognition.

Fair value of the embedded derivative was estimated using a valuation technique using inputs based on management's judgement and conditions that existed on the date of initial recognition and the reporting date.

The key assumption used in the valuation at the date of initial recognition and as on September 30, 2020 are as follows:

	Notes issued on June 22, 2020	Notes issued on September 1, 2020
Probability of Going Public Transaction on December 1, 2020	80%	80%
Probability of Going Public Transaction on January 25, 2021	20%	20%
Credit spread	32%	32%
CAD Libor risk-free rate	0.6%	0.6%
Fair value of host liability at initial recognition	\$114,407	\$123,654
Fair value of embedded derivative at initial recognition	\$135,593	\$152,346
Fair value of embedded derivative as on September 30, 2020	\$143,970	\$158,942

7. Share capital

a) Authorized

Unlimited Multiple Voting Shares without par value Unlimited Subordinate Voting Shares without par value Unlimited Preferred Shares without par value

1 Series A Voting Preferred Share without par value

b) Issued and outstanding

• 1 Multiple Voting Share for a value of \$1
• 1 Series A Voting Preferred Share for a value of \$1

All classes of shares are entitled to dividends, if and when declared. The Subordinate Voting Shares and Multiple Voting Shares rank equally with respect to the payment of dividends, return of capital and distribution of assets in the event of the Canara's liquidation, dissolution or winding up.

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

8. Loss per share

The basic loss per share amount is calculated by dividing the loss for the three and nine months ended 2020 by the weighted average number of multiple voting shares outstanding during the same period. Instruments that could potentially dilute basic earnings per share include convertible promissory Notes. As the Company incurred a loss for the three and nine months ended September 30, 2020, the effect of the conversion of Notes would be anti-dilutive, and therefore the basic and diluted loss per share are the same.

	Three months ended September 30, 2020 \$	Nine months ended September 30, 2020 \$	Period from incorporation on July 17, 2019 to September 30, 2019 \$
Loss attributable to the Company's shareholders Weighted average number of multiple voting shares	(764,050) 1	(987,834) 1	(50,492) 1
Basic and diluted loss per share	(764,050)	(987,834)	(50,492)

9. Related party transactions

Key management personnel

Key management personnel include the Company's members of senior management and the directors. The compensation paid to key management personnel is shown below:

	Three months ended September 30, 2020 \$	Nine months ended September 30, 2020 \$	Period from incorporation on July 17, 2019 to September 30, 2019 \$
Salaries, bonuses and short-term employee benefits	18,496	18,496	-
	18,496	18,496	-

The aggregate value of other transactions with key management personnel in the periods were as follows:

	Three months ended September 30, 2020 \$	Nine months ended September 30, 2020 \$	Period from incorporation on July 17, 2019 to September 30, 2019 \$
Interest expense	13,985	14,990	-
	13,985	14,990	-

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

Period-end balances with related parties

The period-end balances with related parties were due to the contract and other payables to BBTV and advances given by the key management personnel of the Company. Shahrzad Rafati who owns 100% shareholding of BBTV Holdings as well as being the CEO and a Director of the Company, exercises significant influence over BBTV by virtue of her shareholding of BBTV and being the CEO and a director of BBTV as well. The period-end balances with related parties are as under:

	September 30, 2020 \$	December 31, 2019 \$
Due to related parties BBTV Key Management Personnel	29,514 8,839	40,122 1,740
	38,353	41,862

The amount due to related parties are on demand, bear no interest and are unsecured.

Borrowings with related parties

Convertible notes Key Management Personnel	September 30, 2020 \$	December 31, 2019 \$
	195,261	-
	195,261	-

10. Expenses by nature

	Three months ended September 30, 2020 \$	Nine months ended September 30, 2020 \$	Period from incorporation on July 17, 2019 to September 30, 2019 \$
Salaries, bonuses and short-term employee benefits	18,496	18,496	-
Accounting, legal and professional services	172,979	187,979	50,492
Internet, communication and technology	24,370	24,370	-
Listing expenses	18,023	18,023	-
Other expenses	750	1,052	-
	234,618	249,920	50,492

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

11. Financial Instruments

Fair value

The carrying value of cash, other receivables, prepaid expenses, accounts payable and accrued liabilities, due to related parties arise primarily from operations and are short-term in nature and hence carrying amounts approximate their fair value.

Embedded derivatives are recorded in non-current liabilities and are measured at fair value based upon a valuation technique using the inputs based on management's judgement and conditions that existed on the date of initial recognition and the reporting date, which represents a Level 3 measurement within the fair value hierarchy.

As at September 30, 2020, the Company had nil (December 31, 2019 – Nil) financial assets and \$302,912 (December 31, 2019 – Nil) of financial liabilities measured at fair value through profit and loss.

			September	30, 2020
	Total \$	Level 1 \$	Level 2 \$	Level 3 \$
Financial liabilities
Embedded derivative	302,912	-	-	302,912

During the three and nine months ended September 30, 2020, there were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial instruments. The Company manages its liquidity needs through regular assessment of its short-term requirements through cash management procedures and periodic cash flow forecasts.

Management believes the Company's current cash on hand and ability to raise funds from shareholders will provide sufficient liquidity to meet its working capital requirements. Subsequent to the period-end, the Company issued subordinate voting shares through an IPO and raised \$172,400,000 (Note 13).

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

12. Revenue

The Company's revenue contract operated at a loss during the period due to fixed contract payments that exceeded the net of variable amounts received from BBTV and amounts payable to content partners. During the period and with the agreement of BBTV, the Company terminated its revenue contract. BBTV assumed the relationship with the content partner.

13. Subsequent events

Initial public offering and acquisition of BBTV

On October 28, 2020, the Company completed its IPO and listing on the Toronto Stock Exchange (the "TSX"). The Company issued 10,775,000 subordinate voting shares at \$16 per share, for gross proceeds of \$172,400,000. As part of the IPO, the Company completed a series of transactions (collectively, the "Restructuring Transactions") with BBTV, RTL Canada Ltd. ("RTL Canada"), a former wholly-owned subsidiary of UFA Film and Fernseh GmbH ("UFA"), and holder of 51% of the outstanding securities of BBTV on a fully diluted basis, Shahrzad Rafati (the "Founding CEO"), and all of the other prior holders of the issued and outstanding BBTV common shares and stock options (collectively, the "Minority Securityholders"), whereby the Company acquired (i) all of the issued and outstanding equity securities, or securities convertible or exchangeable into equity securities, in the capital of RTL Canada in exchange for a cash consideration in the amount of \$158,771,514 (ii) all of the issued and outstanding securities of BBTV held by the Minority Securityholders (other than the CEO of BBTV who is also the Founding CEO) in exchange for a subordinate voting share for each share of BBTV, other than BBTV stock options, which, on closing, became stock options to purchase subordinate voting shares of the Company, and (iii) all of the issued and outstanding shares in the capital of BBTV held by the CEO of BBTV / Founding CEO, directly or indirectly, in exchange for a Multiple Voting share for each share of BBTV, such shares in the capital of BBTV being all of the issued and outstanding securities in BBTV held by the CEO of BBTV / Founding CEO, directly or indirectly. In addition, as part of the buy-out from UFA, on closing the Company issued a promissory note to UFA in the principal amount of \$46,642,617 (the "UFA Note"). The UFA Note matures on December 1, 2021 and bears interest at 8% per annum until June 30, 2021, increasing by 0.5% each month thereafter to a maximum of 10.5%. The Company may pre-pay the principal and interest, in full or in part, without bonus or penalty, at any time. The UFA Note will be secured by a first priority security interest in all of the Company's and BBTV's present and after-acquired personal property. On maturity, the UFA Note will be convertible at the option of the holder into subordinate voting shares of the Company based on the five-day volume weighted average trading price of the subordinate voting shares on the Toronto Stock Exchange as of the last trading day prior to maturity, less the maximum permitted discount under applicable Toronto Stock Exchange rules.

Following the closing of the Restructuring Transactions on October 28, 2020, the Company owns, directly and indirectly, all of the issued and outstanding equity securities, or securities convertible or exchangeable into equity securities, in the capital of BBTV and the Company carries on the business of BBTV.

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Notes to the Condensed Interim Financial Statements (Unaudited)

(expressed in Canadian dollars)

Conversion of Notes

Upon completion of the IPO on October 28, 2020, the Notes issued by the Company have been automatically converted into subordinate voting shares, except in the case of the Notes held by the Chief Executive Officer, which have been converted into multiple voting shares, as per the terms of the Notes.