13D Filing: Fine Capital Partners and Dhx Media Ltd.

The Reporting Persons have acquired their Shares
of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than
as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer;
(b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization
or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any
change in the Issuer’s charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange
or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange
Act of 1934.

Jonathan Whitcher, a portfolio manager at FCP,
is a director of the Issuer.

The Reporting Persons reserve the right, at
a later date, to effect one or more of changes and may dispose of or enter into other transactions in the Shares they may be deemed
to beneficially own.

The Reporting Persons have been and may continue
to be in contact with members of the Issuer’s management, the Issuer’s Board of Directors, other significant shareholders and others
regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right
to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so,
and/or to recommend courses of action to management and the shareholders of the Issuer.