UNITED
STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549FORM 40-F



(Check One)

☐          REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934
OR☒          ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934



|For the fiscal year ended June 30, 2016 | Commission File Number 001-37408
|--------------------------------------- | --------------------------------



DHX
Media Ltd.
(Exact name of Registrant as specified in its charter)



Canada
(Province or other jurisdiction of incorporation or organization)



7829
(Primary Standard Industrial Classification Code Number (if applicable))



Not Applicable
(I.R.S. Employer Identification Number (if applicable))



1478 Queen Street

Halifax, Nova Scotia, B3J 2H7, Canada

(902) 423-0260
(Address and telephone number of Registrant’s principal executive offices)



C T Corporation System111 Eighth Avenue

13th Floor

New York, NY 10011

(212) 590-9070
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|Title of each classVariable Voting Shares (no par value) | Name of each exchange
on which registeredThe NASDAQ Stock Market LLC
|-------------------------------------------------------- | --------------------------------------------------------------------



Securities registered or to be registered
pursuant to Section 12(g) of the Act:



None
(Title of Class)



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:



None
(Title of Class)



For annual reports, indicate by check mark
the information filed with this Form:



|☒ Annual information form | ☒ Audited annual financial statements
|------------------------- | -------------------------------------



Indicate the number of outstanding shares
of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:



At June 30, 2016, the Registrant had outstanding
29,060,022 Variable Voting Shares, without par value.



Indicate by check mark whether the Registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements
for the past 90 days.



YES ☒      
NO ☐



Indicate by check mark whether the Registrant
has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted
or posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant
was required to submit and post such files).



YES ☐      
NO ☐















EXPLANATORY NOTE



DHX Media Ltd. (the “Registrant”)
is a Canadian corporation eligible to file its Annual Report pursuant to Section 13(a) of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), on Form 40-F. The Registrant is a “foreign private issuer” as defined
in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c),
14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3 thereunder.



FORWARD-LOOKING STATEMENTS



Certain statements in this Annual Report
on Form 40-F are forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities
Act of 1933, as amended (the “Securities Act”). Additionally, the safe harbor provided in Section 21E of the
Exchange Act and Section 27A of the Securities Act applies to any forward-looking information provided pursuant to “Off-Balance
Sheet Arrangements” and “Disclosure of Contractual Obligations” in this Annual Report on Form 40-F. Please see
“Management Discussion and Analysis” on page 2 of the Management Discussion and Analysis for the fiscal year ended
June 30, 2016 of the Registrant, attached as Exhibit 99.3 to this Annual Report on Form 40-F, and “Forward Looking Statements”
on pages 2-3 of the Annual Information Form for the fiscal year ended June 30, 2016 of the Registrant, attached as Exhibit 99.1
to this Annual Report on Form 40-F.



NOTE TO UNITED STATES READERS -
DIFFERENCES IN UNITED STATES AND CANADIAN REPORTING PRACTICES



The Registrant is permitted, under a multijurisdictional
disclosure system adopted by the United States, to prepare this Annual Report on Form 40-F in accordance with Canadian disclosure
requirements, which are different from those of the United States.



The Registrant prepares its consolidated
financial statements in accordance with International Financial Reporting Standards (“IFRS”), as issued by the
International Accounting Standards Board. As a result, the Registrant’s consolidated financial statements may not be comparable
to financial statements of U.S. companies prepared in accordance with U.S. generally accepted accounting principles.



Unless otherwise indicated, all dollar
amounts in this Annual Report on Form 40-F are in Canadian dollars. The exchange rate of Canadian dollars into United States dollars,
on June 30, 2016, based upon the Bank of Canada noon exchange rate, was U.S.$1.00 = CDN$1.2917.



Purchasing, holding, or disposing of securities
of the Registrant may have tax consequences under the laws of the United States and Canada that are not described in this Annual
Report on Form 40-F.



PRINCIPAL DOCUMENTS



Annual Information Form



The Registrant’s Annual Information
Form for the fiscal year ended June 30, 2016 is filed as Exhibit 99.1 and incorporated by reference in this Annual Report on Form
40-F.



Audited Annual Financial Statements



The audited consolidated financial statements
of the Registrant for the fiscal year ended June 30, 2016, including the Independent Auditor’s Report with respect thereto,
are filed as Exhibit 99.2 and incorporated by reference in this Annual Report on Form 40-F.



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Management’s Discussion and Analysis



The Registrant’s Management’s
Discussion and Analysis is filed as Exhibit 99.3 and incorporated by reference in this Annual Report on Form 40-F.



CONTROLS AND PROCEDURES



Certifications



The required certifications
are included in Exhibits 99.4, 99.5, 99.6 and 99.7 of this Annual Report on Form 40-F.



Disclosure Controls and Procedures



At the end of the period covered by this
report, an evaluation of the effectiveness of the design and operation of the Registrant’s “disclosure controls and
procedures” (as such term is defined in Rules 13a-15(e) under the Exchange Act) was carried out by the Registrant’s
principal executive officer and principal financial officer. Based upon that evaluation, the Registrant’s principal executive
officer and principal financial officer have concluded that, as of the end of the period covered by this report, the design and
operation of the Registrant’s disclosure controls and procedures are effective to ensure that (i) information required to
be disclosed in reports that the Registrant files or submits to regulatory authorities is recorded, processed, summarized and reported
within the time periods specified by regulation, and (ii) is accumulated and communicated to management, including the Registrant’s
principal executive officer (the “CEO”) and principal financial officer (the “CFO”), to allow
timely decisions regarding required disclosure.



It should be noted that while the Registrant’s
CEO and CFO believe that the Registrant’s disclosure controls and procedures provide a reasonable level of assurance that
they are effective, they do not expect that the Registrant’s disclosure controls and procedures will prevent all errors and
fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.



Management Report on Internal Control Over Financial
Reporting



Management is responsible for establishing
and maintaining adequate internal control over financial reporting (as such term is defined in Rule 13a-15(f) and Rule 15d-15(f)
under the Exchange Act) and has designed such internal controls over financial reporting to provide reasonable assurance regarding
the reliability of financial reporting and preparation of financial statements for external purposes in accordance with International
Financial Reporting Standards as issued by the International Accounting Standards Board.



In designing and evaluating the Registrant’s
internal control over financial reporting, the Registrant’s management recognizes that any controls and procedures, no matter
how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its reasonable judgment in evaluating the cost-benefit relationship of possible controls and procedures. Because of its
inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. Projections of any evaluation
of effectiveness to future periods are subject to the risks that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies and procedures may deteriorate.



Management assessed the effectiveness of
the Registrant’s internal control over financial reporting as of June 30, 2016. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated
Framework (2013). Based on this assessment, management believes that, as of June 30, 2016, the Registrant’s internal control
over financial reporting was effective based on those criteria.  See “Disclosure Controls and Procedures and Internal
Control over Financial Reporting” in the Management’s Discussion and Analysis for the fiscal year ended June 30, 2016,
included as Exhibit 99.3 to this annual report on Form 40-F.



Attestation Report of Independent
Auditor



This Annual Report on Form 40-F does not
include an attestation report of the Registrant’s registered public accounting firm due to a transition period established
by rules of the U.S. Securities and Exchange Commission (the “Commission”) for newly public companies.



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In accordance with the United States Jumpstart
Our Business Startup Act (the “JOBS Act”) enacted on April 5, 2012, the Registrant qualifies as an “emerging
growth company” (an “EGC”), which entitles the Registrant to take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not EGCs. Specifically, the JOBS Act defers
the requirement to have the Registrant’s independent auditor assess the Registrant’s internal controls over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act. As such, the Registrant is exempted from the requirement to include an
auditor attestation report in this Form 40-F for so long as the Registrant remains an EGC, which may be for as long as five years
following its initial registration in the United States.



Changes in Internal Control over
Financial Reporting



During the year ended June 30, 2016, there
were no changes in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably
likely to materially affect, the Registrant’s internal control over financial reporting.



NOTICES PURSUANT TO REGULATION BTR



There were no notices required by Rule
104 of Regulation BTR that the Registrant sent during the year ended June 30, 2016 concerning any equity security subject to a
blackout period under Rule 101 of Regulation BTR.



AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL
EXPERT



Audit Committee



The Board of Directors has a separately-designated
standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act for the purpose of overseeing the
accounting and financial reporting processes of the Registrant and audits of the Registrant’s annual financial statements.
As of the date of this Annual Report on Form 40-F, the members of the Audit Committee are Elizabeth Beale, David Colville, Sir
Judson Graham Day and Donald Wright.



The Board of Directors of the Registrant
has determined that all members of the Audit Committee are “independent,” as such term is defined under the rules of
The NASDAQ Stock Market LLC (“NASDAQ”). Further, the Registrant has determined that all members of the Audit
Committee are financially literate, meaning that they must be able to read and understand fundamental financial statements.



Audit Committee Financial Expert



The Board of Directors of the Registrant
has determined that the Chairman of the Audit Committee, Donald Wright, is an “audit committee financial expert,” as
defined in General Instruction B(8)(b) of Form 40-F. The Commission has indicated that the designation of Donald Wright as an audit
committee financial expert does not make him an “expert” for any purpose, impose any duties, obligations or liability
on him that are greater than those imposed on members of the audit committee and board of directors who do not carry this designation
or affect the duties, obligations or liability of any other member of the audit committee.



CODE OF ETHICS



The Registrant has adopted a written code
of ethics for its directors, officers and employees entitled “Code of Business Conduct and Ethics” (the “Code”)
that complies with Section 406 of the Sarbanes-Oxley Act of 2002 and with NASDAQ Listing Rule 5610. The Code includes, among other
things, written standards for the Registrant’s principal executive officer, principal financial officer and principal accounting
officer or controller, or persons performing similar functions, which are required by the Commission for a code of ethics applicable
to such officers. A copy of the Code is posted on the Registrant’s website at www.dhxmedia.com under the Investors tab and
under the Governance Documents tab.



No substantive amendments to the Code were
adopted during the year ended June 30, 2016. No “waiver” or “implicit waiver,” as such terms are defined
in Note 6 to General Instruction B(9) of Form 40-F, was granted relating to any provision of the Code during the year ended June
30, 2016.



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PRINCIPAL ACCOUNTANT FEES AND SERVICES



PricewaterhouseCoopers LLP has served as
the Registrant’s auditing firm since its formation on February 12, 2004. Aggregate fees billed to the Registrant for professional
services rendered by PricewaterhouseCoopers LLP and its affiliates during the fiscal years ended June 30, 2016 and June 30, 2015
are detailed below (stated in Canadian dollars):



|                   |  | Fiscal 2016 |           |  | Fiscal 2015 |  
|------------------ |  | ----------- | --------- |  | ----------- | -
|Audit Fees         |  | $           | 1,863,600 |  |             | $
|Audit-Related Fees |  | $           | 84,020    |  |             | $
|Tax Fees           |  | $           | 231,450   |  |             | $
|All Other Fees     |  | $           | -         |  |             | $
|Total Fees         |  | $           | 2,179,070 |  |             | $



The nature of each category of fees is
as follows:



Audit Fees



Audit fees were paid for professional services
rendered by the auditors for the audit of the Registrant’s annual financial statements (2015 – $759,000 and 2016 –
$1,108,000, reviews of the Registrant’s consolidated interim financial statements (2015 – $220,000 and 2016 –
$150,000), and prospectus filings, business acquisition, translation and stat audits (2015 - $596,000 and 2016 – $605,600).



Audit-Related Fees



Audit-related fees are defined as the aggregate
fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Registrant’s
financial statements and are not reported under the Audit Fees item above. This category is comprised of fees billed for advisory
services associated with the Registrant’s financial reporting, and includes production cost audits (2015 – $83,322
and 2016 – $74,020) and due diligence and bank reporting (2015 – $275,854 and 2016 – $10,000).



Tax Fees



Tax fees are defined as the aggregate fees
billed for professional services rendered by the Registrant’s external auditor for tax compliance (2015 – $108,301
and 2016 – $117,475), tax advice and tax planning (2015 – $50,430 and 2016 – $58,575) and due diligence (2015
– Nil and 2016 – $55,400).



All Other Fees



There were no other fees paid with respect
to fiscal 2016 and 2015.



Pre-Approval Policies and Procedures



All audit and non-audit services performed
by the Registrant’s auditor must be pre-approved by the Audit Committee of the Registrant.



For the fiscal year ended June 30, 2016,
all audit and non-audit services performed by the Registrant’s auditor were pre-approved by the Audit Committee of the Registrant,
pursuant to Rule 2-01(c)(7)(i) of Regulation S-X.



OFF-BALANCE SHEET ARRANGEMENTS



As of June 30, 2016, the Registrant does
not have any “off-balance sheet arrangements” (as that term is defined in paragraph 11(ii) of General Instruction B
to Form 40-F) that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to
investors.



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TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS



The following table lists, as of June 30,
2016, information with respect to the Registrant’s known contractual obligations:



|                                                        |  | Payments Due by Period (All amounts in thousands of Canadian dollars) |        
|------------------------------------------------------- |  | --------------------------------------------------------------------- | -------
|Contractual Obligations                                 |  | Total                                                                 |        
|Capital lease for equipment (principal and interest)(1) |  | $                                                                     | 4,795  
|Other liabilities (not discounted)(2)                   |  | $                                                                     | 17,644 
|Long-term debt payments (principal and interest)(3)     |  | $                                                                     | 373,007
|Operating leases(4)                                     |  | $                                                                     | 53,935 
|Total
    Contractual Obligations(5)                    |  | $                                                                     | 449,381



| | (1) | Pursuant to finance leases for video editing, leaseholds,
and other office and production equipment, the obligations bear implied interest ranging from 4.0% to 9.8% and mature from July
2016 to February 2019. Principal balances are included in Note 11 to the Registrant’s Audited Consolidated Financial Statements
for the year ended June 30, 2016 (a copy of which is filed herewith as Exhibit 99.2).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Other liabilities include the tangible benefit obligation
per DHX Television acquisition and other contractual liabilities and excludes an amount of $9.58 million included in accounts
payable and accrued liabilities.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | See Note 11(c) to the Registrant’s Audited Consolidated
Financial Statements for the year ended June 30, 2016 for details (a copy of which is filed herewith as Exhibit 99.2).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Pursuant to operating leases. See Note 18 to the Registrant’s
Audited Consolidated Financial Statements for the year ended June 30, 2016 for details (a copy of which is filed herewith as Exhibit
99.2).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | In addition to the totals above, the Registrant has interim
production financing owing in the amount of $92.00 million. See Note 11(b) to the Registrant’s Audited Consolidated Financial
Statements for the year ended June 30, 2016 for details (a copy of which is filed herewith as Exhibit 99.2). The Registrant has
also entered into various contracts to buy broadcast rights with future commitments totaling $15.10 million.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



MINE SAFETY DISCLOSURE

Not applicable.



CORPORATE GOVERNANCE



The Registrant is a “foreign private
issuer” as defined in Rule 3b-4 under the Exchange Act and its variable voting shares are listed on NASDAQ. NASDAQ Marketplace
Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the NASDAQ
Listing Rules. A foreign private issuer that follows home country practices in lieu of certain corporate governance provisions
of the NASDAQ Listing Rules must disclose each NASDAQ corporate governance requirement that it does not follow and include a brief
statement of the home country practice the issuer follows in lieu of the NASDAQ corporate governance requirement(s), either on
its website or in its annual filings with the Commission. A description of the significant ways in which the Registrant’s
corporate governance practices differ from those followed by domestic companies pursuant to the applicable NASDAQ Listing Rules
is disclosed on the Registrant’s website at www.dhxmedia.com under “Investors/Governance/NASDAQ Corporate Governance”.



UNDERTAKING



The Registrant undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when
requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an Annual Report on Form 40-F arises; or transactions in said securities.



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CONSENT TO SERVICE OF PROCESS



The Registrant filed an Appointment of
Agent for Service of Process and Undertaking on Form F-X on May 28, 2015, with respect to the class of securities in relation to
which the obligation to file this Annual Report on Form 40-F arises.



Any further change to the name or address
of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form
F-X referencing the file number of the Registrant.



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EXHIBIT INDEX



|Exhibit No.         |  | Title of Exhibit                                                                                                                                                   
|------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                                                                    
|Principal Documents |  |                                                                                                                                                                    
|                    |  |                                                                                                                                                                    
|99.1                |  | Annual Information Form of the Registrant for the year ended June 30, 2016                                                                                         
|                    |  |                                                                                                                                                                    
|99.2                |  | Audited Consolidated Financial Statements of the Registrant for the year ended June 30, 2016 together with the Auditors’ Report thereon                            
|                    |  |                                                                                                                                                                    
|99.3                |  | Management’s Discussion and Analysis of the operating and financial results of the Registrant for the year ended June 30, 2016                                     
|                    |  |                                                                                                                                                                    
|Certifications      |  |                                                                                                                                                                    
|                    |  |                                                                                                                                                                    
|99.4                |  | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934                     
|                    |  |                                                                                                                                                                    
|99.5                |  | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the United States Securities Exchange Act of 1934                     
|                    |  |                                                                                                                                                                    
|99.6                |  | Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
|                    |  |                                                                                                                                                                    
|99.7                |  | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the United States Sarbanes Oxley Act of 2002
|                    |  |                                                                                                                                                                    
|Consents            |  |                                                                                                                                                                    
|                    |  |                                                                                                                                                                    
|99.8                |  | Consent of PricewaterhouseCoopers LLP                                                                                                                              



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SIGNATURES



Pursuant to the requirements of the Exchange
Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Annual Report
to be signed on its behalf by the undersigned, thereunto duly authorized.



| | DHX MEDIA LTD.
| | --------------
| |               
| | By:           
| |               
| |               
| |               
| | By:           
| |               
| |               



Date: September 28, 2016



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