Latest news with #MichaelMacMillan
Cision Canada
01-08-2025
- Business
- Cision Canada
Michael MacMillan Provides Early Warning Disclosure For Blue Ant Media Corporation
TORONTO, Aug. 1, 2025 /CNW/ - Michael MacMillan, the Chief Executive Officer of Blue Ant Media Corporation (formerly, Boat Rocker Media Inc.) (the " Company"), announced today that in connection with the closing of the Company's previously-announced reverse takeover transaction (the " RTO"), he has acquired ownership and control, directly and indirectly, over 1,036,798 subordinate voting shares (" SVS") (being 4.7% of the issued and outstanding SVS), 12.5 multiple voting shares of the Company (" MVS") (being all of the issued and outstanding MVS) and 75,000,000 restricted voting shares of the Company (" RVS") (being all of the issued and outstanding RVS). The RTO was implemented today by way of a statutory plan of arrangement under the Canada Business Corporations Act and involved Blue Ant Media Inc., a privately owned company controlled by Michael MacMillan. Prior to the completion of the RTO, Mr. MacMillan did not hold any securities of the Company. An early warning report in respect of the Company will be filed by Mr. MacMillan with applicable Canadian securities regulatory authorities and will be available on SEDAR+ ( under the Company's issuer profile. To obtain copies of the early warning report filed by Mr. MacMillan, please contact Madeleine Cohen, telephone: (416) 859-2703. Mr. MacMillan acquired (i) the SVS and MVS in exchange for the non-voting common shares and special voting shares of Blue Ant Media Inc., respectively, (ii) the RVS at a price of $0.0001 per RVS, in each case, pursuant to the terms of the plan of arrangement. Each MVS carries 5,000,000 votes and each RVS carries 0.1 votes, subject to the terms of the Company's articles. The MVS and RVS were created to allow the Company to comply with certain Canadian ownership requirements under the Broadcasting Act (Canada) and are subject to restrictions on transfer pursuant to the terms of the Company's articles. The shares were acquired by Mr. MacMillan for investment purposes. Mr. MacMillan may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company, in such manner as he deems advisable from time to time, subject to applicable laws and the terms of the Company's articles and of the coattail agreement and the voting control agreement between, among others, Mr. MacMillan and the Company, as described in the management information circular of the Company dated May 9, 2025. A copy of the circular is available under the Company's SEDAR+ profile at
Cision Canada
01-08-2025
- Business
- Cision Canada
BLUE ANT MEDIA COMPLETES "GO PUBLIC" REVERSE TAKEOVER TRANSACTION
TORONTO, Aug. 1, 2025 /CNW/ - Blue Ant Media Corporation (formerly, Boat Rocker Media Inc.) (" Blue Ant" or the " Company") is pleased to announce 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 6 th or 7 th, 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." 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). __________ 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 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. 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+ ( 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.
Cision Canada
18-06-2025
- Business
- Cision Canada
BOAT ROCKER MEDIA ANNOUNCES TRANSACTION SHAREHOLDER APPROVAL AT SPECIAL MEETING OF SHAREHOLDERS
TORONTO, June 17, 2025 /CNW/ - Boat Rocker Media Inc. ("BRMI" or the "Company") (TSX: BRMI) is pleased to announce that, at the special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares of the Company, the Shareholders of the Company voted in favour of the resolutions approving, among things, (i) the reverse take-over of BRMI by Blue Ant Media Inc. ("Blue Ant"), a privately owned company controlled by Michael MacMillan; (ii) the management buyout of Boat Rocker Studios by BRMI Co-Founders and Co-Executive Chairmen, David Fortier and Ivan Schneeberg, and BRMI CEO John Young; and (iii) the sale of the Company's interests in The Initial Group Global, LLC, a U.S. talent management business, to Fairfax Financial Holdings Limited (collectively, the "Transaction"), all as further described in the management information circular dated May 9, 2025 in respect of the Meeting (the "Circular"). Pursuant to the Transaction, BRMI will acquire all of the shares of Blue Ant in exchange for shares of BRMI on the basis of an exchange ratio of 1.25 shares (prior to the 10:1 share consolidation included in the share capital reorganization noted below and described in the Circular, and 0.125 shares on a post-consolidation basis) of BRMI for each share of Blue Ant (the "Exchange Ratio"). The Exchange Ratio implies a valuation of C$1.80 per BRMI share (pre-consolidation), representing a premium of approximately 125% to the March 21, 2025 closing price of BRMI's shares on the Toronto Stock Exchange ("TSX"), the last trading day prior to the announcement of the Transaction, and a premium of approximately 145.1% to the 30 trading day volume weighted average trading price per BRMI share on the TSX as at that date. The approval of the resolutions in respect of the Transaction were voted as follows: The completion of the Transaction is subject to certain conditions, including the approval of Blue Ant's lenders, the final order of the Ontario Superior Court of Justice (Commercial List), and other closing conditions customary in transactions of this nature. Requisite approval of the shareholders of Blue Ant, approval by the Canadian Radio-television and Telecommunications Commission, and the approval under the Competition Act (Canada) have been obtained. About Boat Rocker Media Inc. Boat Rocker (TSX: BRMI) is the home for creative visionaries. An independent, integrated global entertainment company, BRMI's purpose is to tell stories and build iconic brands across all genres and mediums. With offices around the world, BRMI's creative and commercial capabilities include Scripted, Unscripted, and Kids and Family television production, distribution, brand & franchise management, a world-class animation studio, and talent management through a minority stake in The Initial Group, a new company launched by TPG. A selection of BRMI's projects include: Invasion (Apple TV+), Palm Royale (Apple TV+), Video Nasty (BBC Northern Ireland, BBC Three, Virgin Media One, WDR), This Is the Tom Green Documentary (Prime Video), Orphan Black: Echoes (AMC), American Rust: Broken Justice (Prime Video), Beacon 23 (MGM+), Pretty Baby: Brooke Shields (Hulu), Downey's Dream Cars (Max), BS High (HBO), Orphan Black (BBC AMERICA, CTV Sci-Fi Channel), Billie Eilish: The World's a Little Blurry (Apple TV+), The Next Step (BBC, Corus, CBC), Daniel Spellbound (Netflix), and Dino Ranch (Disney+, Disney Junior, CBC). For more information, please visit Forward-Looking Information / Cautionary Statements Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may", "would" and "should" and similar expressions or words suggesting future outcomes. These forward-looking statements reflect material factors and expectations and assumptions of the parties. These forward-looking statements include the assumptions: that the transaction is able to be completed on the timelines and on the terms currently anticipated; that all regulatory and other required approvals can be obtained on the timelines and in the manner currently anticipated; that the anticipated benefits of the transaction are able to be achieved; that the businesses of both BRMI and Blue Ant will continue to operate in a manner consistent with past practice; and that the parties' transition plans are effective. The parties' estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Risks and uncertainties not presently known to the parties or that they presently believe are not material could cause actual results or events to differ materially from those expressed in the forward-looking statements. Additional information on these and other factors that could affect events and results are included in the Circular and other documents and reports that will be filed by BRMI with applicable securities regulatory authorities and may be accessed through the SEDAR+ website ( Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the parties' expectations only as of the date of this press release. The parties disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. U.S. Securities Matters None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. The resulting issuer securities to be issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
Yahoo
18-06-2025
- Business
- Yahoo
BOAT ROCKER MEDIA ANNOUNCES TRANSACTION SHAREHOLDER APPROVAL AT SPECIAL MEETING OF SHAREHOLDERS
TORONTO, June 17, 2025 /CNW/ - Boat Rocker Media Inc. ("BRMI" or the "Company") (TSX: BRMI) is pleased to announce that, at the special meeting (the "Meeting") of the holders (the "Shareholders") of subordinate voting shares and multiple voting shares of the Company, the Shareholders of the Company voted in favour of the resolutions approving, among things, (i) the reverse take-over of BRMI by Blue Ant Media Inc. ("Blue Ant"), a privately owned company controlled by Michael MacMillan; (ii) the management buyout of Boat Rocker Studios by BRMI Co-Founders and Co-Executive Chairmen, David Fortier and Ivan Schneeberg, and BRMI CEO John Young; and (iii) the sale of the Company's interests in The Initial Group Global, LLC, a U.S. talent management business, to Fairfax Financial Holdings Limited (collectively, the "Transaction"), all as further described in the management information circular dated May 9, 2025 in respect of the Meeting (the "Circular"). Pursuant to the Transaction, BRMI will acquire all of the shares of Blue Ant in exchange for shares of BRMI on the basis of an exchange ratio of 1.25 shares (prior to the 10:1 share consolidation included in the share capital reorganization noted below and described in the Circular, and 0.125 shares on a post-consolidation basis) of BRMI for each share of Blue Ant (the "Exchange Ratio"). The Exchange Ratio implies a valuation of C$1.80 per BRMI share (pre-consolidation), representing a premium of approximately 125% to the March 21, 2025 closing price of BRMI's shares on the Toronto Stock Exchange ("TSX"), the last trading day prior to the announcement of the Transaction, and a premium of approximately 145.1% to the 30 trading day volume weighted average trading price per BRMI share on the TSX as at that date. The approval of the resolutions in respect of the Transaction were voted as follows: Category of Voting Number and percentage of votes represented in person or by proxy and entitled to vote at the Meeting that were voted "FOR" (rounded) Number and percentage of votes represented in person or by proxy and entitled to vote at the Meeting that were voted "AGAINST" (rounded) Blue Ant Transaction Resolution (TSX Company Manual - SVS & MVS Voting Together with MVS carrying only one vote) 49,789,272 (99.161 %) 421,140 (0.839 %) Blue Ant Transaction Resolution (TSX Company Manual - SVS Majority of Minority) 14,375,306 (97.154 %) 421,140 (2.846 %) Blue Ant Transaction Resolution (TSX Company Manual and OSC Rule 56-101 - SVS Majority of Minority) 14,375,306 (97.154 %) 421,140 (2.846 %) Blue Ant Transaction Resolution (MI 61-101 - SVS Majority of Minority) 14,375,306 (97.154 %) 421,140 (2.846 %) IDJ Transaction Resolution (MI 61-101 - SVS Majority of Minority) 14,373,847 (96.960 %) 450,637(3.040 %) Share Capital Reorganization Resolution (SVS & MVS Voting Separately) 26,235,047 (98.416%) subordinate voting share votes 235,530,500 (100%) multiple voting share votes 422,315 (1.584%) subordinate voting share votes 0 (0%) multiple voting share votes Share Capital Reorganization Resolution (OSC Rule 56-101 - SVS Majority of Minority) 14,374,131 (97.146 %) 422,315 (2.854 %) TIG Transaction Resolution (MI 61-101 - SVS Majority of Minority) 14,374,197 (97.146 %) 422,249 (2.854 %) Continuance Resolution (SVS & MVS Voting Together) 261,732,497 (99.826 %) 455,365 (0.174 %) FFX Stated Capital Increase Resolution (SVS & MVS Voting Separately) 26,234,763 (98.415%) subordinate voting share votes 235,530,500 (100%) multiple voting share votes 422,599 (1.585%) subordinate voting share votes 0 (0%) multiple voting share votes EIP Resolution (SVS & MVS Voting Together) 261,730,892 (99.826 %) 456,970 (0.174 %) The completion of the Transaction is subject to certain conditions, including the approval of Blue Ant's lenders, the final order of the Ontario Superior Court of Justice (Commercial List), and other closing conditions customary in transactions of this nature. Requisite approval of the shareholders of Blue Ant, approval by the Canadian Radio-television and Telecommunications Commission, and the approval under the Competition Act (Canada) have been obtained. About Boat Rocker Media Inc. Boat Rocker (TSX: BRMI) is the home for creative visionaries. An independent, integrated global entertainment company, BRMI's purpose is to tell stories and build iconic brands across all genres and mediums. With offices around the world, BRMI's creative and commercial capabilities include Scripted, Unscripted, and Kids and Family television production, distribution, brand & franchise management, a world-class animation studio, and talent management through a minority stake in The Initial Group, a new company launched by TPG. A selection of BRMI's projects include: Invasion (Apple TV+), Palm Royale (Apple TV+), Video Nasty (BBC Northern Ireland, BBC Three, Virgin Media One, WDR), This Is the Tom Green Documentary (Prime Video), Orphan Black: Echoes (AMC), American Rust: Broken Justice (Prime Video), Beacon 23 (MGM+), Pretty Baby: Brooke Shields (Hulu), Downey's Dream Cars (Max), BS High (HBO), Orphan Black (BBC AMERICA, CTV Sci-Fi Channel), Billie Eilish: The World's a Little Blurry (Apple TV+), The Next Step (BBC, Corus, CBC), Daniel Spellbound (Netflix), and Dino Ranch (Disney+, Disney Junior, CBC). For more information, please visit Forward-Looking Information / Cautionary Statements Certain information contained in this news release may be forward-looking statements within the meaning of Canadian securities laws. Forward-looking statements are often, but not always, identified by the use of words such as "expect", "anticipate", "believe", "foresee", "could", "estimate", "goal", "intend", "plan", "seek", "will", "may", "would" and "should" and similar expressions or words suggesting future outcomes. These forward-looking statements reflect material factors and expectations and assumptions of the parties. These forward-looking statements include the assumptions: that the transaction is able to be completed on the timelines and on the terms currently anticipated; that all regulatory and other required approvals can be obtained on the timelines and in the manner currently anticipated; that the anticipated benefits of the transaction are able to be achieved; that the businesses of both BRMI and Blue Ant will continue to operate in a manner consistent with past practice; and that the parties' transition plans are effective. The parties' estimates, beliefs and assumptions are inherently subject to uncertainties and contingencies regarding future events and, as such, are subject to change. Risks and uncertainties not presently known to the parties or that they presently believe are not material could cause actual results or events to differ materially from those expressed in the forward-looking statements. Additional information on these and other factors that could affect events and results are included in the Circular and other documents and reports that will be filed by BRMI with applicable securities regulatory authorities and may be accessed through the SEDAR+ website ( Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect the parties' expectations only as of the date of this press release. The parties disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. U.S. Securities Matters None of the securities to be issued pursuant to the Transaction have been or will be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws. The resulting issuer securities to be issued in the Transaction are anticipated to be issued in reliance upon available exemptions from such registration requirements pursuant to section 3(a)(10) of the U.S. Securities Act and applicable exemptions under state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities. SOURCE Boat Rocker Media Inc. 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Yahoo
15-05-2025
- Business
- Yahoo
Boat Rocker Media Reports First Quarter 2025 Financial Results
TORONTO, May 15, 2025 /CNW/ - Boat Rocker Media Inc. ("Boat Rocker" or the "Company" or "BRMI") (TSX: BRMI), an independent, integrated global entertainment company, today reported its financial results for the three months ended March 31, 2025 ("first quarter" or "Q1"). The Company's consolidated financial statements and accompanying notes and Management's Discussion and Analysis ("MD&A") for the three months ended March 31, 2025 and 2024 are available under the Company's profile on SEDAR+ ( All dollar amounts are expressed in Canadian currency, unless otherwise noted. Certain metrics, including those expressed on an adjusted basis, are non-IFRS measures (see "Non-IFRS Measures" below). Financial Highlights On March 24, 2025, the Company announced that it had entered into definitive agreements in respect of the Transaction (as defined below). As a result of the terms of the Transaction, the net assets of Boat Rocker Studios ("BRS") have been separately presented as held for sale as at March 31, 2025 and financial performance has been presented in the Company's interim financial statements as discontinued operations. In Q1 2025 the Company recorded a $119.7 million impairment expense in net loss from discontinued operations related to the BRS assets held for sale as a result of the Transaction. Q1 2025 revenue from continuing operations of $34.2 million versus $27.7 million in the prior year period. Q1 2025 Adjusted EBITDA1 from continuing operations of $45,000 versus Adjusted EBTDA loss of $116,000 in the prior year period. Q1 2025 net loss from continuing operations of $4.8 million versus a net loss of $3.4 million in the prior year period. ________________________________ 1 Adjusted EBITDA is a Non-IFRS measure. For more information on non-IFRS financial measures, see "Non-IFRS Measures" and "Reconciliation of Non-IFRS Measures" in the MD&A dated May 15, 2025 for the three months ended March 31, 2025 available under the Company's profile on SEDAR+ ( Statement from Boat Rocker Media CEO John Young "With the recent publication of an information circular in connection with the reverse takeover by Blue Ant and management buyout transactions, we are moving closer to a new chapter for BRMI shareholders. We thank shareholders for their support over the years and the Company looks forward to forging a new path with Blue Ant." PROPOSED REVERSE TAKEOVER BY BLUE ANT MEDIA INC. AND MANAGEMENT BUYOUT On March 24, 2025, the Company announced that it had entered into definitive agreements with Blue Ant Media Inc. ("Blue Ant") pursuant to which Blue Ant, a privately owned company controlled by Michael MacMillan, will go-public via reverse take-over (the "RTO") of the Company, and the Company will concurrently sell Boat Rocker Studios to a privately owned company controlled by the Company's Co-Founders and Co-Executive Chairmen, David Fortier and Ivan Schneeberg, and BRMI CEO John Young ("IDJCo") (the "Management Buyout"). Additionally, the Company entered into an agreement with Fairfax Financial Holdings Limited ("Fairfax") to sell its minority investment in a U.S. talent management business to Fairfax (collectively, with the RTO and the Management Buyout, the "Transaction.") As part of the Transaction, Blue Ant as the resulting issuer (the "Resulting Issuer") will retain the businesses currently conducted by the Insight Productions, Proper Television and Jam Filled Entertainment divisions of BRMI (the "Retained Business"), as well as BRMI's public company status. The three transactions that encompass the Transaction are all cross-conditional. If BRMI Shareholders vote in favour of some of the resolutions and against others such that one of the resolutions does not meet the required majority, the Transaction is unlikely to proceed. The board of directors of BRMI (the "Board"), acting on the unanimous recommendation of a special committee comprised solely of the independent directors of BRMI (the "Special Committee"), and with interested directors abstaining, unanimously supports the Transaction. The Board believes that the Transaction is in the best interests of the Company and BRMI Shareholders (other than the IDJ Principals, Fairfax and their respective affiliates) (collectively the "Minority Shareholders") and is fair to the Minority Shareholders. Statement from Sangeeta Desai, Chair of the Special Committee, and Lead Independent Director of BRMI: "The Transaction is expected to offer significant value creation potential for BRMI shareholders in a global media company with an experienced management team, stronger balance sheet and enhanced scale. The Transaction is also an attractive option relative to alternatives, including the Company operating in the current challenging market. Finally, the Transaction is expected to provide an enhanced valuation of the Resulting Issuer. Based upon an independent formal valuation prepared by Scotiabank, the fair market value of the shares of the Resulting Issuer2 was in the range of $1.50 to $1.91 per share. The Board, upon the unanimous recommendation of the Special Committee, strongly supports the Transaction and encourages shareholders to vote in favour of the various Transaction resolutions." In the event the Transaction does not close (and there can be no assurance that the Transaction will be completed), the Company expects that continuing macroeconomic challenges will be significant factors in its 2025 results, which management expects to weaken as compared to 2024. The Special Meeting of Shareholders is to be held on June 17, 2025, at 10:00 a.m. (Toronto time) at the offices of Stikeman Elliott LLP, 5300 Commerce Court West, 199 Bay Street, Toronto, Ontario, M5L 1B5, Canada. Shareholders are encouraged to vote well in advance of the proxy cut-off time of 10:00 a.m. (Toronto time) on June 13, 2025. ________________________________ 2As at March 23, 2025. Forward-Looking Statements This press release may contain forward-looking information within the meaning of applicable securities laws, which reflects the Company's current expectations regarding future events. Forward-looking information is based on a number of assumptions, many of which are beyond the Company's control. Such assumptions include, but are not limited to, the factors discussed in the Company's MD&A for the three months ended March 31, 2025 and the Company's annual MD&A for the year ended December 31, 2024. Forward-looking information is also subject to a number of specific and general risks. A comprehensive summary of the risks and uncertainties that may affect the business of the Company is set out in the Company's Annual Information Form for the year ended December 31, 2024. The risks and uncertainties described therein are not the only ones Boat Rocker faces. Additional risks and uncertainties not presently known to the Company or that it currently believes to be immaterial may also materially adversely affect the Company's business, assets, liabilities, financial condition, results of operations, prospects, cash flows and the value and future trading price of the subordinate voting shares. In addition, there can be no assurance that the Transaction will be completed or that the Resulting Issuer will be successful. Boat Rocker does not undertake any obligation to update forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required under applicable securities laws. SOURCE Boat Rocker Media Inc. View original content:
