Bozza Media (Pty) Ltd Equity OfferingApril / May 2015

Photo Credit : Jeffrey Rikhotso

The global online marketplace for African digital media and entertainmentBozza is the new mobile and desktop platform for downloading and streaming music, video and spoken word created by emerging and established artists from across Africa.

The Bozza catalogue goes beyond platforms like iTunes, Spotify and Netflix, bringing a diverse range of new programming to a global audience while letting artists stay in control of their content.

Tune in to Bozza for the newest and most exciting entertainment the continent has to offer.

DisclaimersResponsibilityThis document (the “Invitation Document”) constitutes an invitation to subscribe for shares (“Shares”) issued by Bozza Media (Pty) Ltd (the “Issuer”) on the terms and conditions set out herein. It has been prepared by the Issuer and has been approved as a financial promotion by Resolution Compliance Limited, which is authorised and regulated by the UK Financial Conduct Authority (No. 574048). To the best knowledge of the Issuer and its directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Invitation Document is in accordance with the facts and contains no omission likely to affect the import of such information.

Overseas JurisdictionsThese materials are not directed at persons resident in any jurisdiction if to do so would constitute a violation of applicable laws or regulations of that jurisdiction. In particular, it is not intended that any offer of the Shares would be made, or any documentation be sent, directly or indirectly, in or into, the United States, Canada, Australia

or Japan. Before proceeding, all persons resident outside of the United Kingdom must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction. Access to this Invitation Document is personal to the initial recipient and may be restricted under securities laws and regulations in certain jurisdictions.  This Invitation Document may not be forwarded or distributed to any person in any jurisdiction contrary to applicable laws or regulations.

Risk FactorsThis Invitation Document contains important financial and other information about the Issuer and the market in which it operates, and it includes certain “Risk Factors” on page 36. Prospective investors should carefully review this information before making an investment decision and should consider carefully whether an investment is suitable for them in light of their personal circumstances. Past performance is not a reliable indicator of future

performance. You may lose all your capital should you invest

Financial Projections and Forward-Looking StatementsThis Invitation Document contains financial projections and forward-looking statements with respect to future results, performance and events. Financial projections are forecasted results for future financial periods, and all statements other than statements of historical fact are statements that could be considered forward-looking statements, some of which may be identified by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "project," "should" or similar expressions. Although the Issuer believes the financial projections and forward-looking statements are based on reasonable assumptions supported by objective data, they are speculative in nature and may prove to be incorrect. They are not guarantees of future results, performance or events, and many factors could cause actual results, performance or events to be materially different from those that may be expressed or implied by such financial projections and forward-looking statements.

Those factors include, among others, changes in general economic, political and business conditions, changes in investment climate, changes in currency exchange rates and interest rates, changes in business strategy and various other factors that may or may not be referred to in this Invitation Document. For a description of some of the key risks factors that could affect actual results, performance and events, see “Risk Factors” on page 36. Prospective investors must not place undue reliance on financial projections or forward-looking statements.

IlliquidityThe Shares are unlisted, and no application has been made for the Shares to be admitted or listed on any exchange or securities market. There will be no active secondary market for the Shares, and it may be difficult to sell or realise them or to ascertain their market value at any point in time. Investment in illiquid shares of this nature can be more risky than investments in listed shares, and investors should be aware that their capital is at risk.

Not a Prospectus and No Public OfferThis Invitation Document does not constitute a “prospectus” to which the Prospectus Rules of the Financial Conduct Authority apply and has not been approved by the Financial Conduct Authority or any other regulatory body. This invitation to subscribe for Shares does not constitute a public offer in any jurisdiction, nor does it form a part of any offer or solicitation to purchase or subscribe for the Shares in any jurisdiction in which such offer or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  In particular, the Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the “Securities Act”), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

No AdviceNothing in this Invitation Document shall be interpreted as investment advice by Emerging Crowd Ltd or any other party in

relation to an investment in the Shares. If you are in any doubt about the action you should take or the contents of this document, you should contact a professional advisor authorised by the Financial Conduct Authority to conduct investment business and who specialises in advising on investment in unlisted shares and bonds.

Kae SunGhanaian Musician http://bozza.mobi/Kaesun

Contents

Letter To InvestorsThe African Mobile OpportunityHow Bozza Makes The DifferenceThe Business ModelThe TeamCompetitive AnalysisWhat's Next : Bozza In 2015 And BeyondInvestment OpportunityThe FinancialsRisk FactorsFrequently Asked QuestionsThe Company And The SharesInvesting In Shares

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ScarletZambian Musician & Poet http://bozza.mobi/scarlet

Dear InvestorsBozza aims to lead Africa’s mobile revolution by delivering music, video and poetry direct to where the continent’s entertainment-hungry youth want it most: their mobile phones.

Why mobile? Several video on demand and music streaming services have launched into Africa, but most of them are missing a crucial point: if content streaming is going to work in Africa, it must work on mobile as well as the desktop. 45% of Africans access the internet solely or mainly through their mobile phones, and the mobile internet is already the biggest media channel in Africa.

Importantly, that doesn’t just mean smartphones. In Africa, most people are still using older feature phones - devices that enable internet access and can play music and video content, but don’t have the power or flexibility of smartphones. Right now, feature phones account for 50% of all the traffic on Bozza. Only a service that includes them can realise the true value of this vast market.

And it is vast: 60% of sub-Saharan Africa’s 1.1bn people are under 25 , and they’re eager media consumers - listening to music is the single most popular use for mobile devices. PWC predicts that the entertainment and media market in South Africa alone will be worth £10bn by 2018, with by far the largest portion of this uptake being through the internet.

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Mutle MothibeSouth African Poethttp://bozza.mobi/Mutle_Mothibe

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‘Impact of Africa’s Mobile Internet Revolution’ On Device Research, October 2014.1

Claire Schaffnit-Chatterjee, ‘Sub Saharan Africa: a bright spot in spite of key challenges’. Deutsche Bank Research, July 2013.2

‘Impact of Africa’s Mobile Internet Revolution’ On Device Research, October 2014.3

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PWC, ‘Entertainment and media Outlook: 2014 – 2018: South Africa – Nigeria – Kenya’, 2014.4

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It’s not just about consumption, either. For Africa’s independent producers of music and video, the mobile internet provides a powerful opportunity.

Bozza is the first pan-African mobile content marketplace where African producers can grow their audiences and sell their work directly to customers, without needing to pass through layers of frustrating and expensive bureaucracy.

Since the beginning of 2014 we’ve built a robust streaming and download system, a strong brand, a rich content archive of almost 10,000 items that’s attracted over half a million views, an agile, ethical business approach, revenue streams and a loyal community of 7,000 artists and their fans -- all on a shoestring marketing spend.

Desktop users are not ignored - looks as good on a big screen as on a handheld device. Being browser-based rather than app-based means we’re accessible on any platform, anywhere.

Now it’s time to take the next step: an investment of £500,000 will enable us to expand our revenues by implementing our advertising strategy, as well as enabling fans to buy content directly on Bozza and launching a subscription video channel. We also plan to launch a powerful marketing campaign directed at Africa’s youth both at home and in the global diaspora.

With your help, Bozza has the potential to become Africa’s biggest mobile content player.

Yours sincerely,Emma, Wayne, Drew, Nanziwe, Emma and Thembisa

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Maureen LilandaZambian Musicianhttp://bozza.mobi/MLLilanda

Bozza.mobi

The African MobileOpportunity

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Most residents of Africa have little or no access to desktop or notebook computers, so mobile is their natural environment. At the end of 2014, London-based On Device Research reported:

“It is impossible to overestimate the impact that mobile phones and the mobile internet is having on the continent. In comparison, for people in the UK mobile was just another way to access info and services already available on their computers.”

Ericsson reported in 2014 that there are already more than 600 million mobile subscriptions in sub-Saharan Africa, and predicted this will rise to nearly a billion by 2019, driven by

demand for social media, video and other entertainment content. The research shows that mobile data usage will grow by 20 times between 2013 and 2019, twice the anticipated global expansion.

So, the African internet is mobile-centric. It’s also not yet driven by smartphones: there are many millions of older feature phones in the market, and in our opinion it will be several years before smartphones dominate. That means the African market is not app-driven: internet services are accessed primarily through browsers, SMS and in some cases even through USSD, a technology that’s long obsolete for most readers of this document but still thriving in Africa.

The African market is also young - 60% of the continent’s population is under 25. And these young people want fast, easy, affordable access to music, video and other content on the mobile devices they already have.

But do young Africans have the money to create, buy and consume digital content? In our opinion, they do.

Youth Market60% of growing population are under 25 years old

ConnectivityAfrica growing fastest globally

Mobile PhonesAlmost 1 Billion subscriptions by 2019

Local Media ConsumptionEntertainment & media growth to $17.4 billion by 2017 in South Africa

We believe African customers are already familiar with mobile payments, and mobile wallets have begun to make a real impact on the market as consumers look for content worth paying for.

Balancing Act Africa predicts that as internet connectivity grows to between 10-25% of the population, mainly on mobile phones, use of streaming video services will increase significantly - especially as bandwidth costs begin to come down.

At the same time, the mobile explosion has created a long overdue outlet for Africa’s emerging artists and creators. African content is exploding and consumers are excited and hungry for artists who understand and reflect their context and their concerns.

That’s exactly the gap Bozza was created to fill.

5On Device Research, ‘Impact of Africa’s Mobile Internet Revolution’, October 2014.5

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Ericsson, ‘Sub-Saharan Africa Mobility Report’, June 2014. 6

Capitec Bank, ‘Bank on your cellphone’. 7

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African Economic Outlook, ‘Developing Technical and Vocational Skills in Africa’, 2008.8

Balancing Act, ‘The Sub Saharan Media Landscape: Then, Now and in the Future’, August 2014.

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Internet World Stats : Usage And Population Statistics.

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PWC, ‘Entertainment and media Outlook: 2014 – 2018: South Africa – Nigeria – Kenya’,2014.

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How Bozza MakesThe Difference

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The average Bozza artist is young, urban and ambitious -- and also talented, resourceful and entrepreneurial. They have to hustle to make a living, and they have no trouble transferring that energy to an online marketplace. Many of our artists have built loyal local fan bases and are using Bozza to bring those micro-communities online, serve them with locally relevant content and extend their reach.

Bozza makes it possible in several ways: 1. Artists can easily upload and share their digital content through the Bozza artist portal or by email from their mobile phones. Mobile upload is especially important for the many artists who don’t have access to desktop computers.

2. We enable artists to consolidate all their work in one place, rather

G.O. NativeRefugeeSouth African Poethttp://bozza.mobi/nativerefugee

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than scattered across several niche platforms.

3. Artists have immediate access to income opportunities: not only can they sell their work in the Bozza marketplace, we will also give them a share of the advertising revenue we generate from their content.

4. We’ve developed sophisticated code to ensure that music and video formats are optimised across more than 3,000 existing devices in the market.

5. Our compression technology ensures content can be delivered to those who want it, even when bandwidth is scarce.

The resulting numbers are already demonstrating real traction.

We have: • Over 7,000 artists from all over Africa, including Nigeria, Ghana, DRC, Senegal, Angola, Malawi, Zambia, Zimbabwe, Rwanda, and South Africa.• Almost 10,000 content items on our platform. • Over 550,000 unique views of our content in the last year.

Figure: Bozza Artist representation across Africa

7,000Over

artists

• An average time spent on site of 5 - 6 minutes.• Since June 2014, we have had over 15 000 transactions on Bozza via SMS short code (SA only).

All this has been built since June 2014, on a shoestring marketing budget.

10,000Almost

contentitems Naima Mclean

South African Musicianhttp://bozza.mobi/Naimamclean

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The Business ModelBozza plans to make money in three ways: through advertising, through direct sales of music, video and other content on our platform, and through subscription video channels.

1. AdvertisingDigital entertainment and media consumption in Africa is growing rapidly. In South Africa alone, PWC predicts that the entertainment and media market will be worth R190.4bn (£10.9bn) in 2018, up from R117.1bn (£6.7bn) in 2013, increasing at a compound annual growth rate of 10.2% -- and by far the largest segment will be internet. Internet advertising revenue is expected to reach R4.4bn (£0.25bn) by 2018.

Bozza is well positioned to offer advertisers the insights and value they will be seeking. As a unique gateway to both niche and mass

African consumers, we understand our target market, their behaviours and desires.

We intend to offer:• Traditional display advertising• Sponsorship opportunities• Video advertising • Native advertising such as advertorial articles

2. Direct SalesFinding people who are willing to pay, and ensuring that they have a convenient way to do so is fundamental to the success of an online business.

On the first score, we are confident that Africa’s youth are willing to pay for content, if we make it easy for them. We have tested a simple but effective SMS sales channel to sell music in South Africa, with remarkable results (see sidebar for more details).

Finding the right way to enable those sales is the next step. African markets are traditionally cash-driven: banking is poorly developed in many countries and credit cards are rare. This made any kind of online commerce extremely difficult in the early years of the internet, but mobile phones have changed this picture dramatically.

African consumers are now familiar with a wide range of mobile wallets and payment services, starting with Vodafone’s MPESA, “the world’s most successful money transfer service”. More recently, mobile operator MTN has launched its service in all the countries in which it operates.

For Bozza, the next step is to add a payment solution that works for consumers both in Africa and in the

Making Money From Mobile Content In Africa : The Evidence

We've experimented with sales using

popular global stores like iTunes and the

Google Play Store ; and using a simple

SMS short code channel.

Provisioning content into global stores was

slow and expensive to setup, there were

very few sales because our artists were lost

in the crowd and the margins were low.

Provisioning content onto our SMS sales

channel was much quicker ( 30 min vs. 3-6

weeks ), unit sales were higher & margins

were slightly better.

SMS Channel

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• Total units sold : 3530

• Net revenue after costs : £558

• Total units sold : 7042 ( in South Africa alone ) • Net revenue after costs : £1257

Learnings• Moving sales completely onto our

platform will cut out the middlemen and

improve margins by approximately 60%.

• An ideal sales platform must allow users

to pay using mobile wallets or debit /

credit cards on any mobile phone.

• Integrating new mobile payment tools

( like those from Skrill ) with Bozza will

enable us build a powerful content sales

platform for African creatives.

We provisioned a total of 150 tracks across

the global stores & SMS channel and spent

a mere £274 on content marketing.

The exchange rate used for these currency conversions was the prevailing South African Reserve Bank GBP/ZAR rate of 17.5 on April 6th 2015.

Figure: Examples of sales content on Bozza

Vodafone M-PESA : What Is M-PESA?12

Mobile Money

The Economics Of M-PESA, W. Jack & T. Suri, MIT Sloan, August 2010. 13

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rest of the world. It must also be less expensive than SMS, which leaves a substantial chunk of revenue with the mobile networks.

The challenge is that Africa’s financial landscape is very diverse. In addition to the mobile wallet services that are exploding across the continent, every country has its own preferred payment cards and schemes. On the one hand, we want to be able to accept payments from as many sources as possible; on the other, we can’t possibly manage hundreds of different relationships with banks, payment schemes and mobile wallets.

Our solution is to partner with a specialist payment services provider that does the heavy work of integration with all the payment methods, enabling us to collect revenue without an unreasonable administrative overhead. Our chosen partner is London-based mobile payments pioneer , whose mission is to provide “universal payment solutions.... anywhere, anytime, for anyone and on any device.”

They are already integrated with all the mobile operator wallets used in

Africa, including MTN Mobile Money and MPESA -- this means they meet the very important requirement of not asking users to change their behaviour. They also offer higher margins than SMS shortcodes, with greater returns to our artists and investors.

Once this payment infrastructure is in place, by mid-2015 if we achieve our funding target, Bozza’s transactional marketplace for video,

3. Premium Video ChannelsOur subscription service will connect customers to selected premium video content that they can stream in turn for a regular fee.

The channels, each curated by our editorial team, will help users discover new artists, attract and keep new users and strengthen Bozza’s brand personality.

Figure: G.O. NativeRefugee's video content on Bozza

A Week In The Bozza Marketplace : Results Of One Experiment In South Africa ( 20 - 27 March 2015 )

Run a £13 Facebook campaign over 3 days ( 20 - 23 March 2015 ) to invite musicians to sell content via an SMS sales code

Record 307 clicks on the campaign bit.ly link

Artists submit 30 new sales tracks

Artists sell 142 units in the 7 day period with no additional marketing push from Bozza

Customers spend £61

Operators and intermediaries take about 50% leaving £26 total revenue split 70 / 30 in favour of artists

£8 to Bozza

music and poetry will be open to all. Customers can select, pay for and download content that they want.

Artists will be able to decide for themselves what they want to sell, what to charge for it and when to start charging - there will be no editorial involvement in this; it’s all up to the artist.

Learnings• Artists have a desire to sell their music to their fans.• It is possible to drive the cost of content acquisition well below £1 per item.

• Automation of the sales content provisioning process will allow the cost of provisioning a sales track to tend towards 0

• Integrating with mobile wallets ( like Skrill ) will enable us to cut out operators and intermediaries, thereby improving margins by approximately 60%.

Skrill

Skrill : About Us 14

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The Team

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Emma Kaye | Founder & CEO Emma paid her entrepreneurial dues as a co-founder of Triggerfish Animation, the largest and most successful animation company in sub-Saharan Africa. She then moved into mobile, first as CEO of Breakdesign -- which become one of Nokia’s top seven global developers -- and then as founder of Gate7 New Media and Mobfest, Africa’s first mobile platform for user generated content.

Emma’s expertise has also won her global recognition: she has served as EMEA vice chair of the Mobile Ecosystem Forum and was named one of the top 50 women in global mobile entertainment for two years running, one of South Africa’s top business women by the Mail & Guardian in 2010, one of the top African women in ICT in 2014 and one of Africa's most powerful women in technology in 2013.

Emma brings to Bozza not only her extensive experience building and running successful companies, but also unmatched global networks and a passionate belief in the power of mobile communications to help build Africa’s creative economy.

If we had to assemble a dream team to build the next big thing in African mobile, it would look a lot like Bozza’s. Between us we have the business experience, the technical skills, the professional networks and the direct knowledge of African markets we need to make this fly.

Wayne Powell | COOWayne is a qualified Chartered Accountant and spent 7 years working in London at the investment banking giants Morgan Stanley and Credit Suisse. In 1999 he co-founded Global Vision, a software services and products company. The company implemented a number of high profile successful software projects and developed multiple products across a range of business sectors. Wayne is responsible for Bozza’s Finance & Operations functions.

Andrew Maunder | Head Of ProductAndrew’s PhD in Human Computer Interaction focussed on developing mobile applications in rural areas of South Africa. He’s since applied his expertise as User Experience Architect for Mxit, one of the largest chat platforms in Africa, and as a consultant at user experience agency Flow Interactive. He brings to Bozza deep experience in user experience and interaction design, product design, technical facilitation and strategic product implementation.

Emma O’Shaughnessy | Head Of ContentEmma has a solid history in digital publishing, broadcast & education. She has spent over 15 years in the film and TV industry in both creative and organisational roles, and four years in digital and broadcast news operations. She also has extensive experience as an educator and publisher in tertiary education and in non-profits. Most recently Emma headed up Editorial Operations at Media24 Digital News. She has a PhD in African Cities & Literature from the University of Cape Town. Top 50 Women In Mobile Content, The Next Women Business Magazine, October 2008. 15

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17 African Women In ICT : Recognizing The Women Tech-geek In ICT, Report Of Africa, July 2014.

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18 Africa's Most Powerful Women In Tech 2013, IT News Africa, August 2013.

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Mail & Guardian Book Of South African Women (6th Edition), Press Release, September 2010.

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Nanziwe Mzuzu | Script Writer & Campaign Designer Nanziwe is a talented writer and designer who has created compelling campaigns enabling brands to access the emerging African middle class market. Nanziwe's work has been showcased at the Baxter Theatre Centre and featured on a number of national television programmes in South Africa. MNET Mzansi Magic commissioned her to produce films for their Lokshin Bioskop slot and she has just finished shooting a documentary for ETV.

Thembisa Mpefu | Content AdminThembisa manages content upload for artists who use Bozza's email submission channel and handles support desk queries. She has enormous drive and a talent for administration that helps to keep our diverse team on track.

Scooby NeroNigerian Musicianhttp://bozza.mobi/scoobynero

Competitive Analysis

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Countries in Africa are already a target for global music streaming services like Deezer, Spotify and Simfy - so how is Bozza different?

1. We’re not a music streaming service, although we do offer Bozza Radio to help our users discover new artists. Rather, we’re a fully fledged marketplace for all forms of digital entertainment, including video.

2. Users don’t need a smartphone to access Bozza, because it’s not app-dependent: It works in a browser on any internet-enabled feature phone. Many global services are missing the feature phone opportunity, which includes the size of the market (our market research shows them

to be 50% of our market), their participation on social media (e.g. sharing content, commenting etc) and consumption of relevant content.

3. Bozza enables artists to house all their creative assets, including music and video, in one place -- instead of struggling to maintain multiple portfolios on multiple platforms that aren’t optimised for feature phones.

4. For emerging African artists, dealing with global music delivery services is difficult, not necessarily tailored for an African market -- and delivers poor returns in the form of sales. Bozza is tailored to meet their needs.

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Comparison With Streaming Audio Services

Content catalogue

Streaming Audio Services e.g. Deezer, Spotify.

Independent artists, collectives & labels self-provision content

Services license content from labels & or distributors, making it difficult for emergent artist to get on

Long turn around time for content submission & payout

Value for emergent artists

Market place allows artists to sell direct to customers Quickly monetize initial fan basePay artists directly.Channel managers (tastemakers) will feature emergent artists (**coming soon)

Web platform accessible on over 3000 types of devices, including feature phones

App centric (not all consumers can participate e.g. feature phone user)

Value for consumers

Access to emergent artists & grass roots local talent

Access to broad catalogue of new & familiar content

Media typessupported

Multi-media (Music, video and text)

Music only

Hundreds of thousands of plays required to turn significant revenue

Artists paid via label or distributor

Passive discovery means artist could be discovered by listener as part of mix

Focused on African talent & content

Consumers able to passively discover new artists

Artist can release new content immediately

Delivery mechanismon mobile

( Note : Table based on internal competitive research )

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A Sample Of Web-based VOD Services In Africa

Comparison With Streaming Video Services

Content catalogue

Vidi, MTN FrontRowIndependent filmmakers can self-provision content & publish immediately

Focused on 'made-for-mobile' video content

License video content from studios resulting in little catalogue differentiation between services

Local content offering is thin

Value for emergent filmmakers

Any filmmaker can publish their video content immediately, direct to customer

Filmmakers can access revenue opportunities through direct sales, ad revenue & subscriptions

Delivery mechanismon mobile

Web platform accessible on over 3000 types of devices, including feature phones

Web & Smartphone app

Value for consumers

Access to emergent artists & grass roots local talent

Access to broad catalogue of new & familiar content

Media typessupported

Multi-media (Music, video and text) Video only

Service license work with studios & distributors, not independent filmmakers

Focused on African talent & content

Buni TV

Small catalogue of licensed content

High quality content but thin catalogue means there isn't something for everyone

Video only

Embeddable premium player allows filmmakers to grow audience of paying viewers.

iRokoMostly Nigerian long format video content and not representative of PAN African film scene

Large catalogue of classic & new Nigerian films & shows

Video only

Heavily curated

Aggregated content from YouTube bolsters offering

Web & Smartphone app Web & Smartphone app

Buntu Jobela South Africa

Focused on full length video content

iRoko licenses work from Nigerian studios & distributors

( Note : Table based on internal competitive research )

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Content catalogue

Africa focused content catalogue

Value for emergent filmmakers

Access to revenue opportunities through direct sales, advertising & subscriptions

Web platform accessible on over 3000 types of devices, including feature phones

Value for consumers

Access to independent fimmakers & varied catalogue

Media typessupported

Multi-media (Music, video and text)

Focused on African talent & content

YouTube

A Sample Of Global User Generated Content Repositories

Quick to publish videos and share on social media

Mixed catalogue of user generated & studio content

Largest catalogue of video online

Vimeo

Emergent filmmakers are lost in the noise with little support

Difficult to monetize audience if you don't have millions of views

Very large video catalogue

Video only

No way for filmmakers to monetize their audience

No adverts results in an unpolluted viewing experience.

No adverts results in an unpolluted viewing experience.

High quality video content made by a passionate video communityCulture of creating high quality video content.

Video only

Web & SmartphoneWeb & Smartphone

Focused on HD content & bandwidth rich audiences

Educational & tutorial elements available

Comparison With Streaming Video Services

Figure: Spoken word poet, Paco's video titled 'The 21st Letter'

Figure: Lection's 'About' video is part of his Electronic Press Kit on Bozza

Multiple media types supported

Global focus makes discovery of emerging African talent difficult

Growing catalogue of independent filmmakers & collectives Global focus makes discovery

of emerging African talent difficult

Attracts audiences interested in African content

Educational & tutorial elements available

Fans are not excluded due to high bandwidth& old devices

Delivery mechanismon mobile

( Note : Table based on internal competitive research )

What's next? Bozza in 2015 and beyond

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The past year has proven that Bozza delivers something of value that Africa’s large market is willing to pay for.

During the rest of 2015 we’ll continue to build on strong foundations to ensure a sustainable, profitable business. We know what we need to capture the market further, and we know how we can

What will the investment funds be used for?

expand our offering fast while maintaining our focus and direction.

Your investment in Bozza is critical to our expansion and success.

Your funds will enable us to scale in three essential areas:

Technology (+-30%) Marketing (+-50%) Team (+-20%)

We spent 2014 testing and experimenting, and now we know what works. The next steps are:

• Full on-platform Skrill mobile wallet payment integration• Activate on-platform advertising• Upgrade our hosting environment to handle increased traffic• Implement channel & article pages • Refine look and feel of all pages• Extend Bozza artist dashboard to include sales tools and other premium features• Extend artist stats dashboard (desktop & mobile)• Extend user commenting functionality (Disqus).• Integrate a recommendations engine• Build automated email-based content upload functionality

We’ve tested a variety of campaign formats and are ready to roll out the following:

• Content initiations and development, such as competitions and commissions• Content partnerships and outbound syndication (through embeddable links) to drive brand and audience engagement, e.g. Bozza provisioning all African entertainment content for Daily Sun (South Africa’s biggest African online newspaper)• Increased engagement with micro-producers and organisations to use Bozza as their distribution and sales platform of choice • Increased spend on viral marketing, social media and search engine optimisation (SEO) • Events and off-line promotion

We need to expand our team to achieve the goals we’ve set. During 2015 we intend to employ:

• A senior music and radio producer• A senior video producer• A digital advertising sales and campaign manager• A digital marketing specialist• A finance and administration specialist• Programmers and developers

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1. We will grow the team to support the scaling of the business in order to expand operations, product and develop new content areas.

2. We will market Bozza aggressively to build the brand and drive traffic to our site.

3. We will take the next steps on our technology roadmap, adding features that focus on revenue generation, artist tools, user engagement and content discoverability.

4. We will aim to grow our content portfolio of video, music and poetry to 40,000 items by the end of 2015, with an enhanced focus on video.

5. As we continue to work with individual artists across the continent, we will further develop content partnerships with collectives and organisations across Africa to bring in bulk content, as with our Kenya partners Creatives Garage and (one of) our South African partners, Cape Town Television.

Focusing on these three areas will allow us to do the following:

6. We will aim to deliver 1.5 million views/ plays by the end of 2015, a target which will be aided by strategic content and marketing partnerships and audience engagement – as detailed in the table on the previous page 26.

DJ SateliteAngolan Musicianhttp://bozza.mobi/djsatelite

The Investment Opportunity

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Equity In Bozza

During this funding round Bozza is seeking to raise a total of £500,000, in exchange for 13.7% of the equity in Bozza. The minimum investment is £500.

Bozza has a single class of shares, so all shareholders rank equally in terms of dividends and voting rights. Your investment return may come in the form of:• Capital growth as a result of any increased valuation during subsequent fund raising rounds;• A future liquidity event such as a potential IPO or trade sale; and • Future dividends once the company is generating cash that is not required to fuel further growth.

Potential Exit StrategiesWe've only just scratched the surface of what we can achieve at Bozza. We believe we can become Africa’s

leading entertainment marketplace, delivering real value to our artists, our users and our investors alike.

In the next five years we plan to grow the Bozza brand and our revenues - and with few comparable offerings in the African tech and media space, we believe the company could become an attractive target for a trade sale, an initial public offering (IPO) or an acquisition by private equity investors.

Activity in all three of these areas is currently showing strong growth across the African continent. Merger and acquisitions (M&A) activity is strong, with the consumer and media, technology and telecommunications sectors second only to energy, mining and utilities in the number and value of deals. In addition, the capital raised through IPOs doubled between

Jonathan Lang. ‘M&A activity in Africa to lead the way: Investor confidence in the continent is at an all-time high’, Bowman Gilfillan Africa Group, March 2014

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2013 and 2014; PWC reports that “US$11bn was raised in 2014 in the African equity markets across the continent, almost equal to the combined money raised in the whole of 2012 and 2013, which totalled US$11.1bn”. Private investors

specialising in the continent are bullish about the opportunities presented by an emerging middle class of around 350m people and a market that is “underpenetrated in terms of private equity investment”.

13 Development Partners Independent Press Release: ‘DPI exceeds target by closing its oversubscribed pan-African ADP II fund at ~US$725 million’, April 2015.

PWC Press Room, ‘African IPO market realises strong numbers in 2014.12

http://bozza.mobi/jackiequeensJackie Queens Zimbabwe

12

13

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Profit And Loss

2014 2015 2016 2017 2018

GBP '000Actual

Unaudited

Profit and Loss

Advertising

Direct Content Sales& Subscriptions

Total Revenue

Total Direct Costs

Expenses:

Gross Profit %

Technology

Content, Marketing & Sales

Earnings before Interest, Tax & Dep'n (EBITDA)

Total Interest

Net Profit before tax

Capital expenditure in the year

Admin

3 107 824 2,107 4,092

11 29 505 1,056 3,155

14 136 1,330 3,163 7,247

8 66 609 1,465 3,312

43% 51% 54% 54% 54%

175 188 321 350 386

33 214 470 627 808

54 92 137 145 165

(256) (424) (207) 576 2,577

- 30 29 34 35

(256) (454) (236) 542 2,542

2 11 9 1 18

Financial Performance and Projections

The table on the following page 32 presents a snapshot of our 2014 actual results, as well as pro forma projections prepared on the basis of Bozza being successful in raising the £500 000 targeted in this campaign. Note that our annual results are prepared in South African Rands (ZAR), but they have been translated in the statements below to GBP. Future annual and quarterly

DisclaimerThe following financial information includes forecasted results for future financial periods (“financial projections”). Although the Issuer believes the financial projections are based on reasonable assumptions supported by objective data, they are speculative in nature and may prove to be incorrect. They are not guarantees of future results, performance or events, and many factors could cause actual results, performance or events to be materially different from those that may be expressed or implied by such financial projections. Those factors include, among others, changes in general economic, political and business conditions, changes in investment climate, changes in currency exchange rates and interest rates, changes in business strategy and various other factors that may or may not be referred to in this Invitation Document. For a description of some of the key risks factors that could affect actual results, performance and events, see “Risk Factors” on page 36. Prospective investors must not place undue reliance on financial projections.

reports to our investors via Emerging Crowd will be translated from ZAR to GBP.

Each financial statement is prepared in accordance with the International Financial Reporting Standard for Small and Medium-sized Entities, and the Companies Act 71 of South Africa, 2008. * The exchange rate used for these statements was the prevailing South African Reserve Bank

GBP/ZAR rate of 17.5 on April 6th 2015.

33 34

The exchange rate used for these statements was the prevailing South African Reserve Bank GBP/ZAR rate of 17.5 on April 6th 2015.

Profit And Loss Notes● Bozza intends to generate revenue in three ways: ◦ Advertising on our own platform from traditional banner type ads, brand sponsorship, video advertising and native advertising via advertorial articles. ◦ Direct sales of music, video and poetry in the Bozza marketplace. ◦ Our video on demand (VOD) channels will offer subscriptions as well as one-off paid access to our curated streaming video content.

● Key sales drivers are: ◦ New artist signups and the associated growth of our content catalogueue. ◦ Increased user traffic. ◦ Actual spend by each fan in the marketplace.

● Revenue will come mainly from advertising in 2015 and 2016; we expect direct sales to contribute just over 40% by 2018.

● Net margin of 35% is projected by 2018.

● During 2014, while we were building our core platform, technology costs represented 67% of total expenses. Marketing and sales costs will increase significantly in 2015-2018 and by 2018 will represent approximately 68% of total costs.● Capital expenditure is minimal.

● We will need to invest in some physical hardware requirements and have allocated a budget to the fit-out of future rental premises.

Balance Sheet Notes● Long Term Debt represents a founder loan. Interest is calculated at the prevailing prime rate (currently 9.25%). The loan is unsecured and there is no fixed date for repayment. Repayments will commence once the business cash flow can adequately sustain these.

● We require limited physical assets to run the platform, given the intention to move all existing servers to the cloud in 2015.

Balance Sheet

2014 2015 2016 2017 2018

GBP '000Actual

Unaudited

Balance Sheet

Bank & Cash Balances

Accounts Receivable

Total Current Assets

Fixed Assets

Total Assets

9 108 452 1,110 3,880

5 14 73 151 345

14 122 525 1,260 4,225

2 13 23 24 42

16 135 547 1,284 4,267

Accounts Payable

Total Current Liabilities

4 80 229 423 865

46 80 229 423 865

Other Current Liabilities

42 - - - -

Long Term Debt

Total Liabilities

240 282 282 282 282

286 362 511 706 1,147

Paid in Capital

Total ShareholderEquity

1 501 1,001 1,001 1,001

(270) (227) 36 578 3,120

Retained Earning (271) (728) (965) (423) 2,119

* The exchange rate used for these statements was the prevailing South African Reserve Bank GBP/ZAR rate of 17.5 on April 6th 2015.

35 36

Cash Flow

2014 2015 2016 2017 2018

GBP '000Actual

Unaudited

Cash Flow

Opening Cash

Cash flow from / ( to )operations

Closing Cash

- 9 108 452 1,110

(260) (401) (157) 658 2,770

9 108 452 1,110 3,880

Cash flow from / ( to )Equity Financing

269 500 500 - -

Cash flow from other - - - - -

● Current cash flow funding is in the form of shareholders’ (founder) loans.

● Initial crowdfunding is planned to be complete by the end of May 2015.

Cash Flow Notes● We anticipate a further crowdfunding or Series A fund raise of £500 000 in 2016.

● Monthly cash flow breakeven is projected for Nov 2016.

Risk FactorsThis section lists, in no particular order, the main risks we believe are involved in an equity investment into Bozza. There may be other risks we have not identified.

1. We have prepared our forecasts with care, based on in depth market analyses, our knowledge and experience of the media and entertainment industry, and the targeted tests and processes we have conducted to determine the viability of Bozza’s product and business. But of course, the past is not an accurate guide to the future, no matter how much experience we have or how carefully we have planned.

It is possible that Bozza will not achieve its revenue projections and that our artist, archive and user growth strategy may not be successful enough to ensure profitability within the projected time frames.

2. We are very proud of the skills and experience of our senior management team and believe

that they are central to our success as a company. We seek the best candidates and only choose those who meet our stringent selection criteria and possess the unique skills required to develop Bozza as a company. As such we consider it a risk if any of our current or future senior team were no longer in a position to continue their work for Bozza. We will, however, always endeavour to find a suitable replacement as soon as possible.

3. This Invitation Document is issued in, and subject to the laws of, the United Kingdom (UK). If you are not a UK resident, it is your responsibility to ensure that there are no local laws in your country that might prohibit or restrict your participation in this investment offer. You should inform yourself about, and observe, any legal or regulatory requirements applicable in your jurisdiction.

Access to this Invitation Document is personal to the initial recipient and may be restricted under

* The exchange rate used for these statements was the prevailing South African Reserve Bank GBP/ZAR rate of 17.5 on April 6th 2015.

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securities laws and regulations in certain jurisdictions. This Invitation Document may not be forwarded or distributed to any person in any jurisdiction contrary to applicable laws or regulations.

4. Bozza’s shares are unlisted, and we have not applied for them to be admitted or listed on any exchange or securities market. There will be no active secondary market for the shares, and it may be difficult to sell or realise them or to ascertain their market value at any point in time. Investment in illiquid shares of this nature can be more risky than investments in listed shares, and investors should be aware that their capital is at risk.

5. The company operates primarily on the African continent and while many African countries are projected to have very high economic growth rates, it remains a continent that is subject to periodic political, economic and social challenges, and potential investors need to consider these risks in their investment strategy.

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Frequently Asked Questions Why are we raising money now?Over the last year and a half, we’ve proved that Bozza is a viable business, built a sound technical foundation and created a stable of amazing artists. Now we need to scale the business - and that takes money.

Why raise money on Emerging Crowd?Emerging Crowd is unique among crowdfunding platforms in its focus on emerging markets in general and Africa in particular. Being UK-based also gives them a unique advantage: For investors, they can deliver reassurance that all the due diligence has been done and all financial regulations are complied with. For companies like Bozza seeking funding, they can deliver access to a pool of potential investors we’d have trouble talking to otherwise.

Yes, but why not venture capital?We’ve been down the VC route before, and it was a great way to get the very early funding we needed. But this time round we want to explore new ways of doing things: Bozza is all about sharing the benefits of Africa’s creative economy with the largest possible number of people, and we want to reflect that in our funding as well as in our operations.

Who can invest?Anyone can invest into Bozza. The minimum investment amount is £500. There are some important qualifying criteria and information that the Emerging Crowd Platform will require from you and they will assist you in complying with these.

Lu Chase South Africa

Lu Chase South Africa

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What happens if I change my mind?You have a 14 day ‘cooling-off ’ period. This means from the date you agree to invest in Bozza, you have 14 days to change your mind and will have your full investment funds returned. Once this 14 day period has lapsed and the campaign has been completed, you are then classified as a Bozza investor and will only be able to exit the investment as a result of a future liquidity event, for example - an IPO or Trade Sale.

What happens if our campaign is undersubscribed?Our minimum funding target is £500,000. If we don’t meet the target on time, the fundraise will still close if more than £450,000 is raised. If less than £450,000 is committed, we will circulate revised numbers and ask everyone who has pledge to confirm whether they are still willing to participate or not. Depending on the response, we may still realise the funds.

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What happens if it is oversubscribed?In a nutshell, more great African content for the world to discover! We have agreed to accept overfunding of up to £1,000,000, which will equate to 28% of equity. As indicated in our financials, we anticipate a further crowdfunding or Series A fund raise of £500 000 in 2016. If this current crowdfunding campaign shows that investor appetite is significant enough to get us to £1,000,000, then we would have achieved all the funding we believe is required to realise our projections and build a profitable business.

The executive team would also not need to focus any energy or efforts on fundraising in 2016 and should allow us to achieve our forecasts even quicker than we anticipated.

Do my shares receive dividends?All shares rank equally and can receive dividends. It is however important to note the following: The company has not paid any dividends since its incorporation. It is typical for companies at this stage of their development to redeploy

profits into the business, and investors should not expect to receive dividends. In the unlikely event that dividends are declared, they would be paid to the Custodian for the benefit of investors on the Platform.

TaxWe advise all investors to seek their own advice, from a suitably qualified

financial advisor in their home country, on the tax consequences of investing into Bozza.

How will I be kept informed of Bozza’s progress?We value communication and transparency so we commit to sending you quarterly updates on what we are doing at Bozza.

http://bozza.mobi/ValentineZikiValentine Ziki Kenya

Share CapitalThe Company has one class of shares, its ordinary shares with no nominal/par value (the “Shares”). The Company has an authorized share capital of 100 000, of which 62 857 Shares have been issued so far. Prior to any investment in this Campaign, all 62 857 issued Shares are beneficially owned by individuals or juristic persons.

All of the Company’s Shares (including the Shares that will be issued to investors in this offering) rank pari passu with each other and entitle the holders of such Shares to the same rights, including (without limitation) in the event of a return on capital by the company upon a winding-up or otherwise. There are no share options, warrants, convertible loans or other instruments that would entitle the holder to require the Company to issue any new shares.

4241

The Company And The SharesThis is a summary of material information relating to the Company and its share capital, including summaries of certain provisions of our Memorandum of Incorporation and the applicable South African law in effect at the date of this Invitation Document. Prospective investors may also obtain further information in the Q&A section of the Company’s campaign on the Platform.

Formation and OwnershipBozza Media (Pty) Ltd is a private company limited by shares, incorporated in the Republic of South Africa with registration number 2013/162557/07. The Company’s business address is The Hostel, 86 Commercial Street, Cape Town, South Africa. Its registered address is 22 Avery Avenue, Constantia, Cape Town, South Africa. The chart on the following page 42 illustrates the ownership structure of the Company:

Management & Staff (95%)

Africa Angels Network

(5%)

Bozza (Pty) Ltd

Figure: Bozza Media Structure As Of March 2015

Passive NomineeAll of the Shares issued further to this offering will be held by the Nominee described in the Emerging Crowd Membership Agreement, as nominee for the benefit of the investors in the Campaign (the “Nominee”). The Nominee will be the legal owner of those Shares, and the investors on the Platform will be the beneficial owners.

Voting RightsAll of the Company’s Shares (including the Shares that will be issued to investors in this offering) carry equal voting rights. The Company will notify investors through the Emerging Crowd

Platform of any actions that call for a shareholder vote, and investors may then use the Platform to instruct the Nominee, as legal owner of the Shares, how their Shares should be voted.

The Nominee is “passive” and will not decide on its own how to vote any Shares. This means that if an Investor doesn’t give any instructions within the specified time period, then no vote will be cast, and the Company will treat those Shares as “abstaining” from the vote.

The Company has agreed that matters on which the Nominee is

44

entitled to vote the Shares shall be conducted by poll on a one-share/one-vote basis.

This means that each beneficial owner of Shares will be entitled to instruct the Nominee how to vote those Shares, even if other beneficial owners choose to vote differently.

Pre-Emption Rights (Anti-Dilution)In terms of South African law and the Company’s Memorandum of Incorporation, all of the Company’s Shares are subject to pre-emption rights, which protect shareholders against dilution. This means that whenever the Company issues new Shares (for example in a fundraising), it must first offer those Shares to its existing shareholders (including the Nominee) on the same terms. Each current shareholder of the Company has waived its pre-emption rights in this Campaign under signed waiver letters dated 15 April 2015.Investors on the Emerging Crowd Platform will be notified if the Company intends to issue new shares after this Campaign has been

43

funded, and investors through the Platform will have the opportunity to subscribe for those new shares through the Nominee in order to avoid being diluted. These pre-emption rights cannot be changed without the consent of the holders of at least 90% of the issued share capital in the Company. Alternatively, each shareholder must expressly waive its preemptive rights.

Voting ThresholdsUnless a Special Resolution is expressly required by the Companies Act 71 of 2008 or the Company's Memorandum of Incorporation, all resolutions of the Company shall be passed by an ordinary resolution; an ordinary resolution shall be passed upon voting by members holding a simple majority (>50%) of the entire issued share capital of the Company; a special resolution shall be passed upon voting by members, holding not less than 75% of the entire issued share capital of the Company.

General MeetingsThe Company shall hold a General Meeting of shareholders at any time that the board of directors is required by the Companies Act 71 of 2008 or the Company's Memorandum of Incorporation to refer a matter to the shareholders for decision. All shareholder meetings shall be held where the board determines from time to time. Each resolution proposed for decision will be expressed with sufficient clarity and specificity and shall be accompanied by sufficient information and/or explanatory material to enable the shareholders to determine whether to participate and, if applicable, to seek to influence the outcome of the vote on the resolution.

Share TransfersThe Shares are not listed or traded on any stock exchange, and there will not be a secondary trading market for the Shares. Investors should not expect to be able to sell their Shares until one of the events described above under “Disclaimer – Illiquidity”.

Minority RightsThe Companies Act 71 of 2008 in South Africa contains two main provisions protecting minority shareholders, namely an ability to apply to court for relief if any act or omission of the Company or a related person has had a result that is oppressive or unfairly prejudicial to a minority shareholder (section 163), and shareholder appraisal rights (section 164). In addition, the Company's Memorandum of Incorporation contains a tag along right entitling a minority shareholder to be extended an offer of purchase for their shares if a third party offers to purchase such number of shares constituting at least 50% of the total shareholding in the Company.

DividendsThe Company has not paid any dividends since its incorporation. It is typical for companies at this stage of their development to redeploy profits into the business, and

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investors should not expect to receive dividends. In the unlikely event that dividends are declared, they would be paid in proportion to to each shareholders' shareholding and the Nominee's pro rata dividend would be paid to the Custodian for the benefit of investors on the Platform.

Business PurposeThe Company’s Memorandum of Incorporation provides that the Company has the powers and capacity of an individual and is not limited to any specific business purpose.

Board Of DirectorsThe Company’s Memorandum of Incorporation provides that the minimum number of directors shall be 1 (one). The current directors are Wayne Powell and Emma Kaye.

Exchange Controls and Other Limitations Affecting ShareholdersAll share certificates in respect of shares held by persons not resident in South Africa must receive non-resident certification from the South African Reserve Bank, to ensure a

45

valid basis on which dividends and other share proceeds can be repatriated to foreign shareholders.

The Company will attend to obtaining this certification for the share certificate issued to the Nominee as soon as possible following the closing of the campaign.

Investing In SharesThe Shares may only be subscribed for by Accredited Members of the Emerging Crowd Platform ( ) by following the procedures set out on the Platform.

● Emerging Crowd does not charge any fees to investors, but your ability to invest in the Shares is conditional on your having successfully completed the eligibility and registration requirements set out on the Platform and having created and maintained a User Account as an Accredited Member, in accordance with the Membership Agreement published on the Platform.

● In addition, if you are not resident in the United Kingdom, you must satisfy yourself that the laws of your own jurisdiction permit you to invest in the Shares through the Platform. If you are not sure whether you are eligible to invest, you should seek your own professional advice before making an investment decision.

● Prior to making an investment, you must confirm that you will adhere to the terms and conditions of the Membership Agreement and Investment Agreement that are available on the Platform. You must agree, for example, that:

1. You meet the criteria set out on the Platform to become an Accredited Member, as published on the Platform;

2. You have read and understood the risk warnings contained on the Platform and in this Invitation Document;

3. You acknowledge that your decision to subscribe for and purchase the Investment Securities has been based on your review of the Campaign Materials (as defined in the

www.emergingcrowd.com

4847

Membership Agreement), that none of Emerging Crowd, the Custodian or the Nominee (or any of their respective directors, officers, employees, agents or advisers) has provided you any advice in relation to your investment decision and that none of them shall have any liability to you for any consequences of your investment, except in the case of fraud;

4. Except in the event of fraud, none of Emerging Crowd, the Custodian or the Nominee, or any of their respective directors, officers, employees, advisers or agents has provided you any advice in relation to your investment decision, and none of them shall have any liability to you in relation to the consequences of your investment, including (without limitation): ◦ The suitability of the investment for you; ◦ The terms and conditions of any investment or the rights attaching to the Shares; ◦ The undertaking or outcome of any due diligence exercise in respect of the Company or any due diligence report in respect of the Company (whether legal, financial, technical or otherwise); ◦ The financial or operational performance of the Company or its ability to achieve any particular outcome in the future;

5. You understand and accept the tax consequences to you of making the investment, including (without limitation) the UK and foreign tax treatment of dividends, interest payments and capital gains or losses and your ability or inability to obtain any tax relief (such as EIS or SEIS) in relation to the investment;

6. Any investment you make through the Platform is made entirely at your own risk and is based on your own independent assessment of the Company and the terms and conditions of the investment, including the risks associated with the investment;

7. You have fully observed the laws of all relevant jurisdictions that apply to you in relation to your investment in the Company, and you have not taken any action that may result in Emerging Crowd, the Custodian or the Nominee to be in violation of any legal or regulatory requirements in any jurisdictions in relation to the issuance of the Shares to you;

● All contractual arrangements in relation to your investment in the Shares, including the Membership Agreement and Investment Agreement that you must execute on the Platform prior to investing, will be governed by and construed in accordance with English law.