Company Announcements

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+ (www.sedarplus.ca). 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.

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.

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.