BLUE ANT MEDIA COMPLETES "GO PUBLIC" REVERSE TAKEOVER TRANSACTION
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."
Closing of the RTO and the Other Transactions
Earlier today, 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 shares 1, 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 (as defined below).
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1 The 75,000,000 restricted voting shares were issued to Mr. MacMillan to ensure the Company remains controlled, both with respect to voting control and the number of voting shares held, by "Canadians" (as required pursuant to the Direction to the CRTC (Ineligibility of Non-Canadians) issued under the Broadcasting Act (the " CRTC Direction")). The restricted voting shares were issued to Mr. MacMillan for the nominal price of $0.0001 per share at closing (for an aggregate purchase price of $7,500) and carry 0.1 of a vote per share, subject to adjustment in certain circumstances to ensure compliance with the CRTC Direction. They will not be entitled to receive any dividends or participate in any distribution of the assets of the Company, and will not be convertible into any other class of shares of the Company.
In connection with, and immediately prior to the closing of the RTO, the Company completed the sale of (i) 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.
Management and Board Reconstitution
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.
Credit Facility
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.
About Blue Ant Media Corporation
Blue Ant is an international streamer, production studio and rights business. The Company's studio creates and distributes a premium slate of programming, in all content genres, for streaming and broadcasting platforms around the world. Blue Ant also operates free streaming and pay TV channels under several media brands internationally, including Love Nature, Cottage Life, Smithsonian Channel Canada, BBC Earth Canada, HauntTV, Homeful, Total Crime, Declassified and Love Pets. Blue Ant is headquartered in Toronto, with a presence in Los Angeles, New York, Singapore, London, Washington, Sydney, Halifax and Ottawa. blueantmedia.com⼁Instagram⼁LinkedIn⼁X⼁
Cautionary Note – Forward Looking Statements
Certain statements contained in this news release contain "forward-looking information" within the meaning of applicable securities laws. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as "expects" or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "estimates" or "intends", or stating that certain actions, events or results "may", "could", "would", "might", "have potential" or "will" be taken, occur or be achieved) are not statements of historical fact and may be "forward-looking statements." Forward-looking information and statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to a variety of risks and uncertainties that could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Forward-looking information and statements include, but are not limited to, information and statements regarding the timing and ability of the subordinate voting shares of the Company to begin trading on the TSX under "BAMI" (if at all), the business and prospects of the Company, and the timing and ability of the Company to complete the Continuance.
Although the Company believes that the expectations reflected in such forward-looking information and statements are reasonable, such information and statements involve risks and uncertainties, and undue reliance should not be placed on such information and statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include, without limitation, the expectations and beliefs of the Company, and its management and board of directors, as of the date hereof. The Company cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within its control, and there is no assurance that they will prove correct. Consequently, there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even if substantially realized, that they will have the expected consequences for, or effects on, the Company, its shareholders, or the future results and performance of the Company. For additional information with respect to these and other factors and assumptions underlying the forward-looking statements made in this news release, see the Circular available on SEDAR+ (www.sedarplus.ca) under the Company's issuer profile.
Readers, therefore, should not place undue reliance on any such forward-looking statements. The forward-looking information and statements in this news release are based on beliefs and opinions of the Company at the time the statements are made, and there should be no expectation that these forward-looking statements will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and the Company disavows and disclaims any obligation to do so except as required by applicable law. Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company.
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