Clear TV Shareholder Update

Hamilton, Bermuda – 26 January, 2015 – In a filing with the Bermuda Stock Exchange (“BSX”), Clear TV Ltd., (the “Company”; Ticker: CTV.BH) released the Company’s 29 December, 2014, letter to Shareholders highlighting event of 2014. The body of the text of the letter stated:

"Dear Shareholders

There is much to report on a variety of topics relating to Clear TV Ltd. (“CLTV”) and Management has prepared the following update to provide you with certain information related to these various issues.

Public Stock

As you have undoubtedly observed, the market for CLTV stock has been extremely volatile. It has been a challenging fact, but many self-underwritten companies with thin trading volumes face this vulnerability. We are working diligently to generate investor awareness to expand our shareholder base. Although we are hopeful that our efforts

will lead to more stable stock prices and significantly higher trading volumes, doing this properly is a slow and tedious process.

Both our market maker and counsel have explained to us that when a new company is positioned in the market without large institutional support, it can be vulnerable to isolated events that can have a significant impact on its stock price. Ours has been no exception to that.

A single shareholder recently elected to sell a sizeable number of shares despite incurring substantial losses as a result of doing so. Ultimately a third party that is very supportive of the Company was able to acquire most of that seller’s position. As a result, the stock appears to be recovering.

Capitalization – Offering

As many of you were previously aware, the Company was actively placing an offering of its ordinary shares with small–midsize institutions, comprised primarily of small-cap fund managers and asset management firms. It was represented that a number of these buyers placed firm orders for various amounts of stock through the offering, and that those orders could be gathered once the listing was effective.

The orders were not received as anticipated, due substantially to the volatility in the stock price. To remedy the situation, the Company is working to generate additional investor awareness, which should improve the performance of the stock price. In addition, the Company still hopes to recapture at least some of the orders were not ultimately obtained.

Please be assured that we are addressing imperatives aimed at achieving those goals.

In the meantime, the Company is in active dialogue with investors on a variety of alternative financings to the offering, as a means of supplementing the efforts noted above, and ensuring the Company obtains at least a portion of its capital needs so that it can make forward progress in expanding its networks. The expansion is important because scaling the networks is the primary key to revenue generation and growth.

Because the Company operates on a June fiscal year end, and its projections are based on a post-capital pro forma basis, it will revise its projections to account for the inability to obtain the aforementioned orders. Once it has procured either the orders through its offering, or capital from alternative sources, or a combination thereof, and can quantify its financial capabilities, the Company will circulate its revised projections for the periods ending June 2015, 2016 and 2017.

Operations; Network Markets

Having revised and renewed its agreement with Clear Channel Outdoor for a 10-year term, Clear Channel has been aggressively working to sell the ClearVision network into a large number of airports. In the near-term, the Company has the ability to install the Network in San Jose, Indianapolis, Grand Rapids, Philadelphia, Reno, Columbus, Denver and several Caribbean airports.

One of the largest airlines in the US contacted Management recently, soliciting us to create a branded television network for them, and they have expressed an interest in having it installed in many terminal and gate hold areas they control across their extensive network of locations. This has the potential to become a significant source of revenue and a mutually beneficial relationship.

Also this month, the Company officially launched its digital video syndication business, branded “TVChannels4U,” and became revenue-productive with it. We hope to achieve much success with this model, and plan to expand it significantly over the coming year. A number of our current content partners have expressed their commitment to provide current content, and are excited to participate in TVC4U. We have also begun to create and curate original content specifically for this platform, and the early pieces we’ve generated look exceptional. When tested in a live, but non-revenue format, each of the pieces garnered well over 100,000 views, which is more than twice the amount our model had predicted.

Financial Reporting

As the Company’s public listing became effective in Bermuda, it elected June for its fiscal year-end. The Company’s last audit was conducted prior to that election, and was produced for the period ending December 31, 2013. In order to remain compliant with Bermuda regulatory and stock exchange rules, the Company must submit audited financial statements for the period ending June 30, 2014. The Company’s auditors are in the process of conducting that audit, and expect to deliver it by late-December 2014. The following offers a preview of what you can expect in the audit report.

As you’ll recall, the Company’s strategy for listing its shares on the Bermuda Stock Exchange entailed the accumulation of assets in a special purpose vehicle, ClearVision SPV Merger Corp. (“SPV”), which would then be extinguished as it merged into Clear TV Ltd. (the Bermuda corporation which was ultimately listed). The assets SPV acquired included the acquisition of ConnectiVISION Networks, Inc. (which held the agreement with Clear Channel Outdoor Holdings, Inc.), certain hardware (television screens, media players, etc.) from ConnectiVISION LLC, and cash equity through the sale of stock in SPV.

At the late hour of the listing in Bermuda, the Company’s counsel, accountants and listing sponsors advised that instead of extinguishing SPV,  it should be retained and used as Clear TV’s United States-based operating business. As the Company expands its operations in other jurisdictions, this structure may offer certain tax, income, and enterprise benefits. The share exchange between SPV’s holders and Clear TV Ltd was completed as planned, which is how all SPV shareholders now hold public stock in Clear TV Ltd. The Company has since changed SPV’s name (since it would no longer be a simple, special purpose vehicle) to Clear TV Media USA, Inc. (“CTVUSA”), and has begun the work of establishing the norms of business operations, including payroll apparatus, the setting of employment agreements, etc.

As part of this decision, CTVUSA is now in the process of developing its own sales, forming agreements with advertisers, digital platform partners (including AdapTV, a division of AOL, Distroscale and others), and content partnership agreements. CTVUSA must establish all such agreements separately, as a discrete entity. As a chart illustrates, ConnectiVISION LLC sold hardware assets to SPV in exchange for stock. The transaction was recorded by both entities as an asset sale, and not the purchase and sale of a business. No elements of the business of ConnectiVISION LLC were sold or transferred to SPV, including any revenue-bearing agreements.

So, when the audit report for Clear TV Ltd and CTVUSA (on a consolidated basis) is published, it should reflect little or no revenue, because up to the last minute, SPV’s intended purpose was to (1) effect the consolidation of assets and position the company to effect an expedient public listing, which among other things required that the consolidation of assets not be classified as a “sale of a business” and (2) to be quickly extinguished. In meeting these objectives, Management specifically avoided establishing sales or other operations in SPV so that the transactions wouldn’t complicate accounting and other issues.

Future reports, naturally, will contain the full business results of CTVUSA, including any sales generated from its away-from-home television networks, digital video syndication business, and additional verticals the Company establishes as it expands.

Summary

As the Company attempts to solidify funding and develop sales as an independent operating company, it plans to aggressively expand its airport network, which should provide the opportunity to expand its revenue-generating operations as well. As the airport footprint fills out, it is expected to attract more national advertisers. The Company is also working on launching an intensive local advertising sales strategy, which will target small, local businesses that can benefit from airport-based advertising on a robust television network.

The Company’s programming continues to win favor from airport managers, digital publisher websites, content providers, advertisers and brands. Management is focused intently on the growth of its current platforms, with a goal to dominate those markets before moving on to other fields of endeavor. We’re expecting good things ahead, and we will, of course, keep you closely updated.

For now, I wish each of you and yours a healthy, prosperous 2015.

Sincerely Yours,

Henry Mauriss

Chief Executive Officer

December 29, 2014”

-ends-

Bermuda Listing Sponsor:

Global Custody & Clearing Ltd., Bermuda

Attn: Mr. Scott Hill

Tel:  (441) 294-7014