Blue Ant Media Completes "Go Public" Reverse Takeover Transaction

Blue Ant Media Corporation announced the closing of the previously-announced "go public" reverse takeover transaction which was implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act

1 AUG 2025
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Mr. MacMillan, CEO of Blue Ant.

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Blue Ant Media Corporation announced the closing of the previously-announced "go public" reverse takeover transaction which was implemented by way of a statutory plan of arrangement under the Canada Business Corporations Act (the "RTO"). The subordinate voting shares of Blue Ant (the "SVS") are expected to commence trading on the Toronto Stock Exchange (the "TSX") under the new ticker symbol "BAMI" on or about August 6th or 7th, 2025. In the meantime, the shares of BRMI are expected to continue to trade on a pre-consolidation basis under the current ticker symbol "BRMI".

Michael MacMillan, Chief Executive Officer commented: "This is a transformative moment for Blue Ant Media. As a newly public company, we are entering our next phase of growth as a modern, global media business. With a strong capital position, a proven content model and operations across key international markets, we're well-positioned to scale in a rapidly evolving landscape. We're proud to welcome our new shareholders as we execute our strategy to drive long-term value through IP ownership, platform reach and global distribution."

Blue Ant Media Inc. completed its plan of arrangement, pursuant to which, former shareholders of Blue Ant Media Inc. exchanged shares of Blue Ant Media Inc. for shares of the Company, which resulted in a reverse takeover of the Company. Subsequent to the closing of the RTO, Blue Ant Media Inc. became a wholly-owned subsidiary of the Company. Blue Ant Media Corporation's fiscal year end is now August 31. Prior to the closing of the RTO, the Company also completed a share capital reorganization (the "Share Capital Reorganization"), which included, among other things, a consolidation of its shares on the basis of one (1) post-consolidation share for 10 pre-consolidation shares and changed its name from "Boat Rocker Media Inc." to "Blue Ant Media Corporation".

Following closing of the RTO, the Company's authorized share capital consists of an unlimited number of multiple voting shares, an unlimited number of subordinate voting shares, an unlimited number of restricted voting shares, and an unlimited number of preferred shares, issuable in series (the "Company Capital Structure"), of which there are 12.5 multiple voting shares, 22,058,993 subordinate voting shares, 75,000,000 restricted voting shares1, and no preferred shares issued and outstanding as of the date hereof. The Company also has outstanding approximately 390,033 restricted share units, 10,110 performance share units, 48,383 deferred share units, stock options to acquire 1,492,396 subordinate voting shares and warrants to acquire 546,875 subordinate voting shares. A detailed description of the Company Capital Structure is included in the Circular.

In connection with, and immediately prior to the closing of the RTO, the Company completed the sale of its Boat Rocker Studios business to a privately owned company ("IDJCo") controlled by Boat Rocker's co-founders and co-Executive Chairmen, David Fortier and Ivan Schneeberg, and Boat Rocker's CEO, John Young, and (ii) its minority investment in a U.S. talent management business to Fairfax Financial Holdings Limited (collectively with the RTO, the "Transactions"). In connection with closing of the Transactions, Boat Rocker's co-founders and CEO resigned as officers and directors of the Company.

The Company expects to continue from a corporation governed under the Business Corporations Act (Ontario) to a corporation governed under the Canada Business Corporations Act in the coming weeks (the "Continuance"). Further details regarding the Transactions, including the Share Capital Reorganization, the Company Capital Structure and the Continuance, are set out in the management information circular of the Company dated May 9, 2025 (the "Circular"), the arrangement agreement dated March 23, 2025 between the Company and Blue Ant Media Inc., and the share purchase agreement dated March 23, 2025 between the Company and IDJCo, each of which are available under the Company's SEDAR+ profile at www.sedarplus.ca.

Effective upon closing of the RTO, the board of directors of Blue Ant was reconstituted to consist of: Brad Martin, Michael MacMillan, Robb Chase, Richard Wernham, Phyllis Yaffe, Kent Sobey, Lisa Knutson, Kevin Johnson, Lisa Hsia, Kathryn Houlden, and Ellis Jacob. Michael MacMillan is the Chief Executive Officer and Robb Chase is the Chief Financial Officer. In connection with closing of the RTO, the Company, as borrower, entered into a second amended and restated credit agreement with Bank of Montreal, as administrative agent, and a syndicate of lenders (the "Credit Agreement"). This Credit Agreement replaces the first amended and restated credit agreement dated December 6, 2022, under which Blue Ant Media Inc. was the borrower.

The credit facility established under the Credit Agreement (the "Credit Facility") is in the amount of CAD$155 million and will support the Company's ongoing operations, including working capital needs, interim production financing, and strategic investments. The obligations under the Credit Facility are secured by a first-ranking security interest over all of the Company's assets and are guaranteed by the majority of its subsidiaries. The Credit Facility matures on December 6, 2027.