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

Brian Jozwiak

Fine Capital Partners, L.P.

590 Madison Avenue, 27th Floor

New York, New York 10022

Tel. No.: (212) 492-8200

(Name, Address and Telephone Number of Person
Authorized to Receive

Notices and Communications)

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.

As of the date hereof (i) each of FCP, FCA,
FCM and Ms. Fine may be deemed to be the beneficial owners of 34,506,250 Shares, constituting 25.7% of the Shares, (ii) Adom may
be deemed to be the beneficial owner of 13,462,000 Shares, constituting 10.0% of the Shares and (iii) Dekel may be deemed to be
the beneficial owner of 11,537,640 Shares, constituting 8.6% of the Shares, in each case based upon 134,382,051 Shares outstanding
as of September 30, 2018, as reported in the Issuer’s financial statements included in the Form 6-K filed on November 13,
2018.

FCP has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 34,506,250 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 34,506,250 Shares.

FCA has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 34,506,250 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 34,506,250 Shares.

FCM has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 34,506,250 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 34,506,250 Shares.

Adom has the sole power to vote or direct the
vote of 0 Shares; has the shared power to vote or direct the vote of 13,462,000 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 13,462,000 Shares.

Dekel has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 11,537,640 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 11,537,640 Shares.

Ms. Fine has the sole power to vote or direct
the vote of 0 Shares; has the shared power to vote or direct the vote of 34,506,250 Shares; has the sole power to dispose or direct
the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 34,506,250 Shares.

The transactions by the Reporting
Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

Fine Capital Partners, L.P.*

By: Fine Capital Advisors, LLC, its general partner

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Fine Capital Advisors, LLC*

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Fine Capital Management, LLC*

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Adom Partners, L.P.*

By: Fine Capital Management, LLC, its general partner

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Dekel Partners, L.P.*

By: Fine Capital Management, LLC, its general partner

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

/s/ Debra Fine*

Debra Fine

Fine Capital Partners, L.P.

By: Fine Capital Advisors, LLC, its general partner

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Fine Capital Advisors, LLC

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Fine Capital Management, LLC

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Adom Partners, L.P.

By: Fine Capital Management, LLC, its general partner

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

Dekel Partners, L.P.

By: Fine Capital Management, LLC, its general partner

By: /s/ Debra Fine

Name: Debra Fine

Title: Manager

/s/ Debra Fine

Debra Fine